On Ben's Knee
by Avdal
Summary: This girl was nothing but trouble... Professor Ben has seen a lot of promising students come and go. And then there was Rey. Miss Rey Kenobi was everything Ben had always been afraid of: a gorgeous sophomore with a razor-sharp mind, far too short skirts, and the will to use them both. He knows that she's forbidden. Off limits. But she might just be too good to resist...
1. Chapter 1

Miss Rey Kenobi came into Ben's class twenty-five minutes late and barely half dressed.

The first part he was used to. Over the two years she'd been attended the Institute, she'd been on time to class less often than she was late. The clothing lack of thereof, however, was a new development.

And did he mention that she was also _twenty-five_ minutes late? Into a fifty minute class? Today was going to be a bad day, Ben could tell that already.

"I'm surprised you bothered coming in at all."

At first he doesn't trouble himself with addressing her directly as she clicked through the aisles towards her seat in the back row. Instead he simply calls it out over his shoulder because all the rest of his students had been seated on time and who else could he be taking about?

"Wouldn't have missed it for the world, Professor. And I'm sorry I'm late, I had gotten _up_ to something and just couldn't get away."

The rest of the class breaks out into giggles, their resident Bad Girl living up to her reputation as their personal amuser. With the way they all acted you could be forgiven to think they were still teenagers in the early parts of high school. No, rather they were a room full of emerging adults who fell both at the wrong side of society and the very end of Ben's patience. One of them in particular really had a way of getting under his skin.

"Have a seat," he tells Rey irritably, going back to scribbling the equations out on the whiteboard.

"Of course, _Professor_."

Her accent always kills him, but not necessarily in a bad sort of way. Ben will never admit it to himself or anyone, but the tone of her voice is one of the things keeping him up at night. That, and how he might be about to get fired because of her.

And then her chair squeaks miserably, grinding against the floor as she draws it out to sit down. The amusement of the rest of the class drops with an echoing sense of annoyance and gritted teeth. Ben finally turns around, ready to shoot her a pointed glare even though he knows she was baiting for his attention all along.

His glare doesn't get to far.

Miss Kenobi isn't wearing her uniform. Or at least not enough of it to count. Instead she's all open neckline, short, short skirts and 'go ahead, do something about it' attitude. It made him want to strangle her. Made him want to do a lot of different things to her.

At the Institute, all students have a strict dress code. Plaid skirts, white button down tops, and black shoes. Miss Kenobi has the shoes the correct color, but everything else is more skin than fabric.

"Something wrong?" she asks, blinking innocently at him.

The class ripples with giggles again. Ben had gotten caught staring. The object of his torment had noticed. Today really _is_ going to be a bad day, isn't it?

He'll have to reprimand her for her outfit later. If he were to do it now, it would show Miss Kenobi that she can get the upper hand on him and _that_ absolutely can't be allowed. Someday he'd like to have the chance to show her who's _really_ in charge around here.

"Turn to page sixty-nine," he says, picking up his dry-erase marker and trying to calm his mind back out of the gutter. Another round of giggles breaks out and it takes him a few moments to catch on.

 _Gods._ These girls were nearly hopeless. A bunch of overgrown children who somehow passed into the world of adulthood retaining the sense of humor of a twelve year old boy.

"Oooh, I like this page. Very stimulating stuff."

Ben shoots Miss Kenobi another glare over his shoulder. Rey is nibbling on the tip of her index finger, staring at him with virtuous, Bambi eyes. This time the laughter in the room is more subdued. His pissed off body language must be giving him away and only one student dares to risk getting sent to the front office just to be a provoking little brat.

Rey's on the right page, at least. Turned to page sixty-nine of the star charts and her other hand, the one she isn't currently mock-fellating, has a pen poised over a blank page of her notebook.

Ben clears his throat, tries to shrug the tension out of his shoulders, and continues with the _midpoint_ of today's lesson.

* * *

The thing about Rey Kenobi was that, when she applied herself, she actually could be a good student.

Really good, in fact. Her grades in the two classes she had with Ben, Radiation Measurements in Astrophysics and Extrasolar Planets, were nearly a perfect 4.0. Her grades in nearly every other class apparently were dreadful, at least from what he'd heard from the other professors.

It made it hard for him to fail her. He could, he was allowed to flunk students for misbehavior, but Ben was reluctant to make an example out of Miss Kenobi. From what he'd gathered, her future at the Institute was looking rather bleak, but her future without it would be much, much worse.

And okay, maybe, _maybe_ a part of him didn't exactly mind seeing her everyday. There was a constant battle within him about exactly which part this was.

"Class is dismissed," he tells them after the longest half-lecture of his recent memory. "Turn your assignments into my drop box before midnight or the highest grade you'll be able to receive is a seventy."

Legs in skirts begin to rise from seats, none of them more bare than Miss Kenobi's. Ben gets ready to breathe a sigh of relief. She'd behaved herself for the short remainder of class, true. But, every time he'd looked at her, she was staring right back with doe eye and that damned finger in her mouth. _Brat_. Bratty bratty brat.

Then, naturally, Rey 'accidentally' drops her notebook on the floor as she was walking by his desk.

If she had been raised to act like a proper young lady, she would know how to pick it up without showing herself off. Ben had seen other women's legs fold on themselves like spiders when they bend down, especially when they have to pick something off the floor while wearing a short, short plaid skirt.

Rey is no lady. Straight back, straight legs, bend and snap butt in the air. In front of him. _Right_ in front of him. Ben had been mid-drink of his coffee, silently wishing to himself it had been one of the Irish variety because that would have helped him a lot over the last half hour, when his hand goes slack at the sight of the bottom curve of her ass peeping out at him from under her hem. Coffee spills all over his pants, drawing out a curse from him and yet another round of tittering from the highly mature twenty-something girls he had been cursed with having to teach.

"Oops," Rey says, cuddling her notebook close to her half-unbuttoned chest. "Clumsy me."

Ben's head snaps to glare at her. Her cheeks are tinted, bringing out the hue of her freckles. He's thought about those freckles sometimes when he was alone.

That's _it_. He can't stand this anymore.

"Miss Kenobi, see me after class."

He barks the words maybe more gruffly than he intended, making not only Rey but half the remaining students pause to look at him with alarm.

Rey's fluster lasts only a second. Trouble making girl that she is, she probably loves the attention.

"I have another class right now, Professor. I wouldn't want to be _late_ for it."

Brat. _Brat_. Did he mention that she was a brat?

"At the end of the last period, then. Come to my office, I need to talk to you."

Rey blinks, then beams at him with a pouty smile while the onlookers eat it up.

"Is this a personal request, Professor?" she asks.

Ben's eyes narrow. He wants to be on her side, he really does, but enough is enough.

"It's regarding your wardrobe, Miss Kenobi."

Rey looks down at herself. She can probably see straight down the gaping neckline of her blouse.

"My wardrobe, Professor? But I'm wearing the reg-"

"Your wardrobe and your enrollment status at our Institute, Miss Kenobi."

The onlookers stop tittering. You could hear a naughty student's pen drop with how quiet the room has suddenly become. Rey, to her credit, pales only slightly, but her rude expression falls.

Good. She knows that she's in serious trouble now. A man can only be pushed so far.

"At five, Miss Kenobi. And knock before you enter, this time."

This time, unlike last time when she'd just barged right in while he and the DICK's Director had been having a heated conversation regarding her enrollment.

Without waiting for whatever smart-assed reply he knew she was building to, Professor Ben snatches his documents off his desk and stomps out of the room. The menacing effect is no doubt somewhat ruined by how his stained pants cling in chafey ways, effecting his gait.

And that was how, in the span of half a single class period, his bad day had gotten a whole lot worse.

* * *

In the hours that followed until the end of the final period, Ben hadn't been able to stop thinking about her.

Not only was Rey, Miss Kenobi he should say, his student, but she was borderline delinquent. He'd put his neck out for her time and time again, arguing with the school board to keep her at the Disciplinary Institute of Corrective Knowledge even when she seemed hellbent on violating every last one of the facility's rules.

To make it worse, Ben sticking his neck out for her was getting _him_ in trouble. The Director had taken notice of his more personal interest in her, but so far Ben had been able to play it off as just part of his sworn duty to help the wayward girls turn their lives around.

And now he's waiting for her to come to his office. That's another thing that would be heavily frowned up: seeing a troubled student in a one-on-one setting. The girls that get sent to a reform college like DICK have gotten more than one of his colleagues in trouble, and Ben sure as hell isn't going to be another career casualty to a Sophomore with too little clothes and even less common sense.

Sometimes, though, he wonders if it would be worth it. Throw his career and future away now that he's barely got it back on track for a chance to take her up on what she was so teasingly offering. Call her on her bluff and see if she's all talk.

Intriguing. Fun thoughts to pass the time on long nights. But no. A definite 'no, Benny Boy, she's off limits'.

Still, he takes the time to tidy his office as he waits. Put away his scribbles and drawings, put away the gossip mags he secretly likes to read. Tuck out of sight any proof that he's a living, real person and not just some emotionless face of authority.

That's what Miss Kenobi needs. She needs structure in her life. It's the only way she can turn things around, pull herself back from the cusp of expulsion like she's tight-lining over. He shouldn't care this much. That girl is nothing but trouble.

As if on cue, clearly triggered by too much sympathy for the devil herself, the Bane of Professor Ben's daily existence throws open the door to his office and stomps inside.

She didn't knock. Strike one. But she was on time, right down to the minute. Reverse strike one back to zero.

"Well, I'm here," she says testily. "I _should_ be heading home now, but I'm here just like you'd ordered me to."

She doesn't mince her words, but they still sounds kinda cute with how her accent becomes stronger when she's angry.

Ben turns, about to gesture her to have a seat, when he freezes. She's wearing even less than before. Oh, it's the same shirt and skirt and shoes combo, but now the shirt is unbuttoned down to her stomach. Something gleams there at the bottom V before the white fabric overlaps itself.

Rey has a bellybutton piercing. Now _that's_ really forbidden. At DICK, the students are banned from wearing any body modifications beyond earrings because 'they're here to study and reform, not put on a fashion show'. It could easily be the last coffin-nail in her case, right there sparkling before him.

Ben swallows, mesmerized by both the swath of flawless skin and the glittering treasure peeping out. Then he collects himself and decides that he hadn't see that. If he didn't see it, he wouldn't have to report it.

"Have a seat."

Rey flops down in the hard-backed shell in front of his desk, her arms and legs sprawling wide like a grouchy teenager. She's twenty-one years, for godssakes. Ben has to keep thinking about how young she can look sometimes. She's an adult, and it's damned well time that she start acting like one.

And he's just a breath away from reprimanding her posture when something shocks him into silence.

Miss Kenobi was wearing pink panties.

Ben had categorically not intended to ever know this. Her posture, her vulgar sprawl, had caused her microskirt to reveal far more than she intended. Because she hadn't intended that, right? She'd better not have, not if she had any sense of self preservation left.

They weren't just pink, they were _neon_ pink. Almost glowing, even in the shadows cast by her thighs and the overhead fluorescents. Maybe a sort of fuchsia or hot, hot rose. Either way, she could have kept her legs closer together. She didn't, but she'd had that knowing look in her eye as she watches him.

And Ben was sure that fuchsia matched the color of his face when he dared look over at her again. Now she has one ankle crossed over the opposite knee, giving a front and center view of both hot pink and smooth tan. Parts of him begin to stir at that, making Ben highly grateful his desk was covering up his lower half and he could jam a pen tip into his leg to make it go away without anyone noticing.

"Professor?" Rey asks, that damned finger of hers going back between her lips.

She knows. She has to know. She's not even trying to hide it. Time to take back control.

"You need to start taking accountability for your actions, Miss Kenobi," he tells her cooly. "Your behavior in class is unacceptable, and I'm getting less and less inclined to keep looking the other way."

She shrugs. Her eyes roll and her lips pout and Ben feels an impulse that he buries as deeply as it can go into the back of his mind.

"I'm so sorry, professor. I know I was late. That was _so_ naughty of me."

Her legs cross and uncross. The overhead lights mercifully cast a shadow.

Another impulse rolls through him and Ben wraps his arms around his chest to keep it at bay.

"Cut the bullshit, Miss Kenobi."

Her eyebrows raise at his words. It's the second time today she's prompted him to curse. At the institute, teachers are to lead by example and she's been goading him into setting a bad one.

"Bull _shit_?" she asks. "What bull _shit_? I told you I was sorry."

There's so much defiance in her eyes, but something else as well. A little crack in Rey's armor that shows she's nervous but just can't stop herself from digging that hole deeper. She's afraid. Afraid and doing everything her bratty little mind can think of to hide it from him.

This is going very poorly, isn't it?

Outside of his office voices rises and then fade. Someone could walk in at anytime, but they would knock first because everyone here other than the present delinquent has _manners_. They would knock and it would give Ben a few seconds to think of an excuse why he's breaking the rules and having a student alone in his office with him.

"Miss Kenobi… _Rey_ , you know you're on thin ice here at our Institute, don't you?"

She shrugs again. Recrosses her legs and there it is, there's that little triangle of pink. Ben glances at it for a second too long and, when he looks up, Rey's blushing. She catches herself immediately, schooling her expression back from shy girl to raunchy tease.

"Rey..." he prompts.

"Yeah, I've heard. My caretaker talked me down for a good half hour about it last night. Are you going to do the same? Tell me how I'm one or two more nasty demerit points from being thrown out of here?"

He stares at her for a long moment. She stares right back.

"I'd rather not," he finally says.

She snorts, crossing her arms.

"You can fail me, Professor. I know how my grades are, and I can't get kicked out for being a bad student."

Ben raises an eyebrow. Rey fidgets in her seat under his stare.

"You could get kicked out for your wardrobe, Miss Kenobi," he tells her. "I'm seeing at least two violations right now."

"Oh?" She looks down at her lap. He doesn't follow her along for the ride. "Having a good look, are you? I'm wearing my cute little uniform like us good girls are supposed to, aren't I?"

Ben chooses his next words very precisely.

"Your blouse is open."

Rey tips her head to the side. She seems to think about her next move just as carefully as he had his.

"Oops again. Guess the button had popped open. Can't be blamed for an accident, can I?"

Her hands catch the sides of her open collar and slide down, daring his to watch. Ben holds her gaze with a frown. Rey's little nose curls up when her attempt fails, and she rebuttons her top with quick flicks of her fingers.

"There," she says, still stopping two buttons lower than she should have but as least covering her midsection back up. "Anything else?"

"And your skirt is too short."

Her eyes narrow. A looming migraine draws closer as a mental chime of 'round two' sounds off in Ben's head.

"It's not."

"It is."

"Well I'm tall. My legs are really long, or haven't you noticed?"

Ah, there it is. The first cold, stabbing pain as Ben's temper begins to fray.

"Stand up."

He opens one of his desk drawers and pulls out a ruler, waiting.

Rey blinks and Ben can't help but feel a twinge of victory at her shocked expression.

"You're not serious."

"Shall I take you into the front office and have them do it there? I can guarantee they won't be so inclined to round up the numbers in your favor."

Rey huffs indignantly. An open-mouthed, exhalation that draws his attention to her lips before he clears his throat. Truth be told, he's already basically decided to let this go, but he'd said before that he was going to call her bluffs. Miss Kenobi wants to walk around like that for him, she gets to pay the price. Or run away with her tail between her legs and a lesson in not being a cocktease well learned.

She seems to think about it, weighing her options. Ben lets her. She's so pretty when she's angry. Too damned, pretty. Too damned-

" _Fine_."

She stands up so abruptly the chair rattles from side to side. She stomps over to him, snatching the ruler right out of his hands.

"Go on then," he orders.

She hesitates. He rests his chin in his hand, feigning a bored expression. Ben can practically see her temper ruffling at that.

She turns halfway, giving him a profile side view. Ben realizes he's never seen her this close before, she's practically in his lap. His cock actually has the nerve to twitch hopefully and Ben has to press his lips together into a hard line to keep it from making a move.

"There," she says, holding the ruler flat along her hip. "How is it, Professor? Am I decent?"

Gods, this girl is impossible. She could have easily checked the measurement on her own, but then she would have been compliant. She would have actually been doing what was asked of her, and Ben is beginning to wonder if she's genuinely allergic to following the rules.

Fine. Be that way. Ben scoots his chair closer, leaning down to read the number where the hem of her skirt meets the ruler.

And it's his turn to blink.

Exactly on it. Within a quarter inch of the minimum. Long legs indeed.

And a picture of those legs wrapped around his waist flashes through his mind before he can stop himself. Naughty Miss Kenobi, Rey, his _tormentor,_ on her back or maybe sitting on his face.

The mental image, so wrong that ti was almost _right_ , has an immediate effect on him. His pants, changed after their last encounter together, suddenly have a lot less room in them than before.

He clear his throat, directly her attention up high and center.

"Perfect, Miss Kenobi."

The words come out raspier than he intended, the sudden tension in his body tightening his throat along with other places.

She seems a little taken aback by his tone, but if that keeps her eyes on his face and nowhere else that's perfect. He draws the ruler out of her hands, savoring the way she squirms as he holds it in front of her. His cock firms more insistently, growing past the point of half-mast.

"We're done, Rey You may go now."

Ben stands up, turning quickly away from her and circling the long way around his desk to keep his back to her. He goes to the door to his office, pretending to have those manners that she's never learned and open it for her, but really he's checking that the hallway outside is safe and clear.

Rey recovers from their little power play quickly, her cheeky smile glowing across her face again.

"Well I'm sure glad we had this conversation, Professor Ben. It's was nice to get to know you in private."

She throws a wiggle to her hips that just so happens to brush her front against him as she moves to leave. They both gasp in unison.

For a second time seems to completely stop. Rey, Miss Kenobi, his delinquent student tormentor, just felt his hard-on through his business casual slacks. Professional Ben just felt his delinquent student's body next to his hard-on. There's no turning back from this.

Ben clears his throat and steps back, gesturing to the open door.

"Have a nice evening, Miss Kenobi."

Her cheeks are beet red and her jaw has dropped. Her open mouth looks so pretty. And then she nearly _runs_ out, her black shoes clicking through the hallway as she goes.

Ben slumps against the door, closing it behind him with the weight of his back. He's still hard. Insistently hard. Thank the gods this was his last class of the day because he's not sure how much more he could take.

* * *

When Professor Ben picks his porn that night, he clicks on whatever looks good. Too horny and pissed off to do anything but the path of least jerkdistance.

Schoolgirl porn? Sure, why not?

Good idea in theory, a bunch of pretty little things in short, short plaid skirts. Then it got weird. Then he tried another video and started to worry if his ISP was watching this.

Okay, schoolgirls are out. Nope nope nope.

 _Sexy Brunettes._

Huh, his favorite porn site has them color coordinated. How neat is that?

Except they weren't right either. Too different. Too short. Not evenly tanned. Not British. Not _Rey._

With an angry huff Ben is about to shut his laptop's screen closed and go about his business the old fashioned way: two hands and one vivid imagination. Then he sees the "horny coed" section.

Bless whoever organized this porn site. Bless them forever.

Oh, and they even have a slim brunette with a golden tan and freckles. Maybe she's a little short. Legs don't quite go one for days and days. But she's got freckles. He likes those freckles very much.

Professor Ben's day may have been shot to high hell, but it looks like it's going to come to a beautiful finish. Funny how everything works out in the end.

* * *

Author's Note:

Is hard-on one or two words? Hard-on? Hard on? Hardon? Hmmmm…. Decisions, decisions.

OKAY, so I'm doing another Smutday Humpday piece! But it's one day too late! I know, I know. Better Thursday then never, right? This is for the anon on Tumblr who requested:

"For kinks, could you write a long ass teacher/student fic? We don't have a lot of those"

Well… I'm planning on 10 chapters and 50k words, does that count as long ass? I hope so and I really hope anon reads and enjoys this fic!3

Also I have a horrible, terrible, no going way of going *ridiculously* over my intended wordcounts. It's a genuine problem because it's slows me down and I'm trying to become a commercial author and speed is the name of the game so i've GOT to learn to write faster and shorter. It's also hellish trying to edit a 10-12k chapter before posting my goodness me… SO EVERYONE PLEASE= hold me accountable. If a chapter in this story is over 5k, slap some shit back into my head in the comments. 10 chapters, 50k. No more. Let's do this.

ps.

I'm open to more smutday prompts. I have this prompt and one for a sequel to my every dirty trick in the book series and one for a sequel to my fine tuning mini-series. That last one I'm super pumped for, I just love writing Miss Rey and Mr. Ben, so I'm going to turn it into it's own 10 chapter novel once this one is done.

BUT if anyone else has any prompts or 1-shots, feel free to send them to me at ava-dalo on tumblr. I may be slow but I'll definitely try to do them as soon as I can! Anon is fine but no noncon or underage/incest though, plz 3


	2. Chapter 2

Chapter summary:

Content warning: young adulthood angst runs strong through this chapter. And sore heinies, that too.

* * *

"I heard from the DICK director today, Rey. He said you're racking up points big time."

Rey would be lying if the words 'Dick director' didn't secretly amuse her to no end, but the rest of Plutt's condescending lecture were what she really needed to focus on.

"Inappropriate dress, bad attitude, lack of respect," Unkar Plutt, her court-appointed caretaker, starts counting off her list of offenses on his fingers when she doesn't immediately respond to his first attempt to rile her up. "Oh, and mouthing off to your superiors. I don't even have to ask if that last one's true, do I?"

"Yeah, what of it?" she snaps. "DICK's a shitty place and they just want to get rid of me and fill up my space with fresh meat."

"Language."

"Fuck off."

Rey's eyes widen as she watches the mottled red creep over Plutt's neck, rising to his face and making it look a tomato about to burst.

Plutt slams his hand on the mattress next to her, making her jump and the mentally count the number of paces between here and the door. This won't be the first time she's had to lock herself in the attic or on a balcony to get away from his angry temper.

" _Thin fucking ice_ , Rey. I'm getting paid to take care of you, but keep this attitude and it's not going to be worth it. Next time you have a parole meeting, you just go ahead and tell them you've fucked this last chance up too."

She hates it, she _absolutely_ hates it, but at the very mention of that tears start to burn at her eyes. It's like an internal switch. Parole, failure, going back to jail, hysterical sobbing. In that order, though she's managing to hold herself back from that last part for now.

"Sorry," she mutters quickly.

"Didn't quite catch that, Kenobi."

Swallowing her pride is a bitter, bitter pill. The uncontrollable waver in her voice makes it even worse.

"Sorry, Plutt. I'll try to do better."

Unkar's hand, balled into a fist, slides closer, nearly touching her leg. Rey curls away from ti as small as she can.

"Try? No no, Rey. You _will_ do better, or you're out of here. I've damn well lost patience for you, got it?"

He glares. It makes his eyes almost disappear into the folds of his face. Rey glares right back.

" _Got it_."

She forces the words out, curling her knees to her chest as the the unwelcome hand nudges her into answering.

As the minute drags by, the urge to hit him is strong. Just lash out and kick at him and tell him to give her some damned space. Finally he pushes off and the whole bed creaks as his weight leaves it.

"Last chance, Kenobi."

The tears come a second after the door slams behind him.

Rey grabs her pillow and muffles her sobs into it in case the kriffing monstrosity that is her caretaker happens to be lurking outside listening in on her again.

How did it come to this point? How did everything in her life get so twisted up?

Some of it had been her fault, Rey has to admit to that. Two years ago she had been arrested for trespassing and illegal salvage. There had been… extenuating circumstances. Her judge hadn't been sympathetic.

Rey's phone rings, snapping her out of her self-pity party. She has to blink twice to clear her eyes up enough to read the message.

 _Hey? You're coming to class today, right? Don't skip anymore!_

Rose. The closest thing she has to a friend, and Rey knows she means well but there isn't anything more she can do for her. If Rey's going to get kicked out of the Institute, poor attendance or not isn't going to make a difference.

Still, she types back a simple ' _I_ _'m going_ '. Rose is the only person in the damned universe who cares. The only one who's willing to put in even a text message's worth of effort into trying to prevent Rey's downward spiral. Stop the unstoppable.

Rose, and maybe, _maybe_ professor Solo. He keeps cutting her slack when she categorically doesn't deserve it. Damned well no one else at the Institute does. The idiot is going to get himself in trouble doing that. She's a lost cause. Everyone can see that, why can't he?

And then that whole business in his office.

She'd just wanted to stop being ignored. Get his attention. Well, she'd gotten it...

Gods how her face burns at the memory. Despite the way she dresses, all that 'slutty horny appeal' was all an act. Only a game. People want to think she's rotten, bad to the core, so she'll act bad for them. At least then she won't have her life flushed down the toilet while _trying_ to not fail. That would be so much worse, wouldn't it? Trying and still screwing it all up anyhow.

She glances at the clock. Ten more minutes and she'll be late. Late for Professor Ben's class. She doesn't know how she can face him, not after feeling his… feeling _him_.

She should skip. She should. It's not going to make a difference anyhow, is it? Let Ben see that she's really an irredeemable fuckup like everyone else has already figured out.

And, even if she wanted to go which she totally doesn't, how in all the damned hells can she possibly go to class his ever again She's felt the outline of his- his- his _cock_ for godssakes. She won't even be able to look at the same side of the room as he is, not after feeling what sort of equipment he's got under the hood.

Nope. Can't do it. No point either, not if she's not going to be able to look up even once and stop thinking about his cock for even less. No point in attending at all, is there.

 _Bing._

Her phone.

Rey's shoulders sag, knowing already who it is.

 _Rey? Three minute warning? Where are you? You need to be here._

Gods, talk about a cock and a hard place.

Heh. Actually that's a pretty good one. Rey should write that down. Be good to have some raunchy jokes to make the other inmates like her when she gets sent back to the big house.

' _I'm on my way_.' Rey types fast and one handed as she stomps over to her closet ' _be there in five, make an excuse plz?_ "

Rey winces when pulls her uniform out.

The sight of her demeaning little good girl outfit makes her sigh, though. It's so… insulting. She's a kriffing adult, this outfit is like a pervert's fantasy.

Right. So. Maybe… Application of logic and critical thinking time, maybe Professor Ben's a pervert then? Maybe that's what all _that_ had been about? Her skirt was just too, too short?

Despite how utterly shitty her day has been already and promises to continue forever and ever, a pink light bulb idea pops into Rey's mind. That's the color of bad ideas and this bad girl's panties for the day.

Look… she's going to get thrown out of here, right? It's already a given. Done deal. The universe has had enough with her. So... she might as well have some fun while she still can.

10 exactly. Class is a five minute run. Rose is a good liar. Rey has time.

She throws her outfit on her bed and picks up the scissors from her desk. So Professor Well Hung likes how she looks? Guess it's time to _really_ give him a show.

* * *

 _My office. Now._

Professor Ben had been glaring daggers at Rey throughout the class. The cluster of giggly girls who normally cheer her on had been hushed when she'd walked in. Violating the Institute's dress code with a few strategic tugs and open buttons was one thing. Showing up in lopped off swaths of fabric better suited to the Brazzers production line was taking rebellion to a whole other level.

Rey hadn't been able to look Rose in the eye. She knew what her only friend's face would be telling her.

Professor Ben, Professor Well Hung, on the other hand, was someone Rey challenged straight on. Her smirk didn't waver as she walked past him and sat down with her legs wide and her skirt cut so high her cheeks were touching plastic.

He had choked. He had turned a strange color. The whole room was silent as they watched and waited for the authority figure to declare the class rebel's final sentencing.

Then he had stormed out of the room and Rey had brushed off every panicked 'psst!' and 'gods no what are you thinking?!' from Rose.

When Professor Ben had returned he looked… damp. And bright red. Like he had splashed water all over his face. Oh, and he looked very, very pissed off. He had never once glared at her like that. Everyone else in charge of her fate had before, but not him.

Rey instantly felt regret. She hadn't been able to pay attention to a word he said throughout the rest of the tense, stilted lecture. He'd caught her on the way out, of course he had. And he'd even followed right behind her, watching her every over-exposed move as he herded her through the halls.

* * *

"You're shaking."

"I'm not."

"Yes, Rey, you are. I'm surprised. I thought you were 'tough'. You don't care about anything, so what does getting tossed on your ass on the curb really matter, right?"

For the second time that day, Rey feels like bursting into tears. Who the hell does he think he is, anyhow? He's her _teacher_ , not her probation officer. She already has one of those, thank you very much, and if she wants to ruin her life then that's her own karking business.

"You're free to go at any time _Miss_ Kenobi," he reminds her. "Walk out that door. That's all you have to do."

Rey glares at him over her shoulder, gripping the edge of his desk tightly to steady her skittish nerves and trembling limbs. Ben regards her cool, his expression slightly downtilt as his gaze flits from her eyes to her lips and then back again.

"And if I go, Professor? What then? You gonna tell on me? Get me tossed out of here for being too naughty and not obeying the rules?"

Their conversation, if you could call the half-hushed, sniped argument that had followed after the door slammed shut behind her, had not gone well.

At one point Ben had said she would need to be punished and Rey had tried to storm off. He hadn't stopped her. Then she'd remembered another really good retort she'd been saving and couldn't leave until she'd shot it off. That brought them right up to this moment, with Professor Ben pacing the small space of his office like a caged panther and her holding onto the edge of his desk so hard her knuckles were turning white.

"Rey…"

He visibly takes a moment after saying her name highly aware that she was alone in a room with him. With an older man who had… reacted physically to her attire before.

"Miss Kenobi," he tries again, "I'm trying to _help_ you. Help you help yourself. The last thing I want is for you to get expelled, but you're so hellbent on self destructing that I'm about at the point of giving up on you."

Oh how his words sting. Rey bites back a snarl, whipping her head forward again so she doesn't have to look at the pity in his eyes. _Pity_ , She doesn't fucking want pity. She wants… She wants…

She doesn't want to go. She wants to wave a magic wand and it's 6AM and she's just woken up again. Do over.

And she wants _him_. That hasn't gone away, not even when he was berating her for making 'a worse sequence of bad decisions than even a tantruming five year old would make'.

All of this, this whole mess she's now irrevocably buried in, was caused by her thinking about _his kriffing_ _boner_ _._ Since yesterday it had been on her mind virtually nonstop. Twice last night and once this morning.

Now, seeing him here alone, it had brought it all back.

Professor Ben's expression flickers, a surface emotion causing a rapid twitching of his eyebrows for a few seconds. Then a thoughtful look crosses his face and Rey blinks.

"You know what? I think I know what you need. I think I've figured it out."

Oh it's like that is it? Professor Perv thinks he can read her like a book? He wants her to back down. Wants to put her in her place. Big no to all three.

"What do I have to do, Professor?" Rey makes the words roll out, putting a childlike emphasis on every syllable. "What does little old me, poor sad orphan girl, have to do to show you that she's sorry?"

When she looks back over at him, she pushes out her lips in an exaggerated pout. Ben states at them for a few good seconds, long enough for her heart to skip one beat and then another. Does he want to-

"Bend over."

She… couldn't have heard him right, right? Right? No. She must have been mistaken.

"Pro-"

"Bend over my desk and take your punishment. Or walk out and I'm done fighting for you. I'm not going to stick my neck out, and my career, for someone who's hell bent on going up in flames. You'll be on your own, kiddo. Your choice."

Rey had been about to flirt again, to see if she could be a tease. Provoke him into throwing her out himself.

But now she doesn't want to look at him anymore, so she glowers straight ahead at the wall across the tabletop from her. Ben's diplomas. Certificates and degrees she'll never have. When she doesn't move to leave, she hears him steps closer. So close that his breath washes against the exposed skin of her neck, breaking her out in goosebumps.

"Rey..."

She jumps when his hands touch her shoulders. They push softly, indicating for her to bend.

"You gonna fuck me, Professor? You gonna fuck all the wickedness out of me?"

Her words may be bold, but her mind is starting to go blank with panic. Is this going to be yet another thing she's about to lose thanks to her own runaway mouth?

Time seems to go by forever. She flinches when she feels him move and cringes when he inhales. She leans forward then, dropping her weight first to her palms and then onto her elbows when her arms are suddenly too weak with fear to hold her up.

"No, Miss Kenobi, I'm _not_."

This time she's so wound up that she both jumps and squeaks when his hands settle on her hips. Professor Ben draws her backwards, bending her more and making her arch her back.

"What are you-"

"Punishing you, Rey. I told you that. Now hold onto the edge-" he lets go of one hip to pick up her wrist and drop it at the far side of the desk, "and if you let go before I say you can, you will leave my office. Do you understand?"

Rey's mind starts to race as fast as her pulse. He's not… he wants to fuck, right? Like, he'd gotten hard yesterday. She'd _made_ him hard. And she hadn't even done anything then, just let him measure her skirt.

Her eyes slide to the messy surface of his desk. That ruler is there, laying on top of her student record.

" _Rey_."

His voice is getting impatient. The other hand that's still on her lets go and he takes a step back. Is he about to walk away? She doesn't want-

"Fine. Here. Whatever."

Rey blurts the words out before she can change her mind. She grabs the edge of his desk with both hands, trying to wriggle into a slightly more comfortable position as the side closer to her digs into her ribs.

A silence stretches between them. A tight, tense, and nerve-wracking silence. She peaks over peeks shoulder ad Professor Ben is staring at her with half-hooded eyes, scanning her body from the top of her head to the tip of her toes.

"Very good, Miss Kenobi. You proven that you're actually capable of following an order, greatly besting my expectations."

 _Ass_. She'd done what he told her to, he doesn't have to gloat about it.

"Now what?" she snaps back.

"Now I'm going to discipline you, Miss Kenobi. That's something you clearly have been lacking with yourself for far too long."

She snorts. Whatever. Man likes to hear himself talk, doesn't he?

"Go on, Professor. Whatever you've got to dish out I can take."

Rey means it too. She knows she's tough, and if indulging in this kinky perv's misguided sense of punishment means that she-

" _ **Ow!**_ "

He _spanks_ her. She knew that's what he was hinting at, but she didn't think he would actually do it!

"Too much, Buttercup?"

Her skin throbs, tingling from the blow even if with the remaining fabric of her skirt cushioning the brunt of it.

"Piss off. That was nothing. I'm not sorry at all."

Professor Ben leans closer to her then, and she can feel his weight press against the back of her thighs. Her eyelids flutter, blood rushing to her face.

"Is that so, Miss Kenobi?"

The dark sounds of her teacher's voice purring close to her ear, bringing blood rushing to her head and elsewhere.

Then he spanks her _again_ , slapping his open palm to the other buttock. She can feel how his glittering eyes are studying her face.

A third blow, again right over the first. Rey presses her lips together to keep from grunting. A glow of an ache starting to form in her.

Five. Six. They get easier as she starts to get used to them. Professor Ben isn't hitting her hard at all, but the seams of her skirt are digging in a little with each strike. It's somewhat uncomfortable.

'Count them out, Rey. We'll move on to the next stage when we hit ten."

Rey shakes her head in stubborn refusal.

Seven.

Eight...

...

Niiiiiiiiine…

A long pause before ten. Then it comes and it's much harder than the others and she yips, flinching and letting go of the table to rub her sore ass.

Back steps back, his warmth leaving her as her cheeks throb.

"Leave."

Rey looks at him pleadingly. He doesn't seem amused.

"Prof-"

"Get out. If you're not going to follow through with your punishment, get out."

Tears start to prick at her eyes again. Her ass stings but gods, she doesn't want to leave. Not until… not to disappoint him.

"Ten?" she says quietly.

Ben tips his head to the side. Rey grabs onto the edge of the table again, feeling both ashamed and suddenly so goddamn horny she can't believe it.

"Better," he says crisply. "Pull your skirt up to your waist, Miss Kenobi. Or whatever is left of your skirt. Then hold on to the table again."

Hesitantly she reaches down, holding the edge firmly with one arm to steady herself. She fumbles as she hikes her skirt up, the tight material not making the task easier on her.

When her thonged ass comes into view Ben steps forward again, standing just out of touch behind her.

His hand cups her cheeks, rubbing them in circles. Rey shivers, disbelief waging war with curious desire within her.

"Edge," he tells her.

Rey holds on with both hands, resting her forehead against the cool wood of his desk to hide her blushing face.

Then Ben moves to the side, this time striking her bare skin with his hand. She whimpers, the slapping sound of flesh meeting flesh so wrongly satisfying. The pain of it is a little sharper, her skin already sensitive from his first warm up.

Without another word he spanks her five times on each side, Rey gasping out his count with each stinging impact.

"Eighteen!"

She's whimpering by now, sure that the cheeks of her ass match her face by this point.

"Nineteen!"

It hurts but it also feels good. How sick is that? How kriffing sick _is that?_

"Oh! Twenty!"

The last blow hits the hardest of all, Professor Ben's wide hand easily striking the fleshiest points of both cheeks right on the middle of them.

Then he pulls away, admiring his handiwork. Rey is sure her poor ass is bright fuchsia by now.

"Are you ready to apologize, Rey? Have you learned your lesson and are going to start behaving like an adult for once in your damn life?"

"Apologize for what?" she hisses, her skin throbbing as he rubs her soothingly.

She's not used to having someone… well, not just spank her, but touch her at all. And then do it in a comforting sort of way afterwards. It's... confusing. Her mind doesn't know what to make of any of this, so it apparently settles for shocked silence.

"For what?" he repeats. "Try for being the biggest damned cocktease in the whole universe. For being such a naughty, naughty bad little schoolgirl that I can't get you out of my head no matter how hard I try."

Can get- What is he even talking about?

"No, Professor Ben, I haven't learned shit."

And she backs her sore butt right back up, bumping it against the now taught fabric at the front of his slacks.

"Kriff!" he mutters, shoving her forward.

It's then that Rey realizes she had let go. She immediately snaps her hands back into place, wincing in expectation as Ben snatches the ruler off his table from next to her head.

"How many do you think you can handle with this, Rey? Five? A full ten? It's up to you, but you'd damned well better have a change of tune when we're done or it's going to be twenty. No, scratch that-"

His hands shift, dragging her skirt higher up from where it had come down, and Rey's eyes widen when she realizes how _wet_ she's gotten. He can't see that, right? She's wearing panties, she can't have soaked through them yet, right? Dear gods, please let that be right?

If you don't show some damned respect," he continues, his voice as low and throaty as she's ever heard it, " well then, Miss Kenobi, I'm just going to keep on going until you do."

Ben slaps the ruler against her bare ass and she whimpers. He doesn't do it hard, more of a flick really, but she's already so sensitive, so _swollen_ that it kriffing hurts!

"Rey..."

Another hit, the sound of it like a wasp striking her skin. Again more bark than bite, but definitely some bite as well.

"Two!" she gasps, her mouth muffled by the surface of the table.

"Shall I go all the way to ten? Will you have learned your lesson then?"

She nods quickly, both fearing and oddly anticipating strikes three and four.

Number five stings bad. Six is hard to take. Ben pauses after seven.

Rey turns her head as much as she's able and looks at him with blurry eyes. He's… touching himself. His hand is on his pants, on the outside thankfully, and he's sort of pumping while staring right at her barely covered mound.

Then he looks at her, making eye contact. He knows. He knows he knows he _knows_ …

Rey stays frozen in place, not even breathing as she watches him. He lets go of himself and brings his hand back to her ass, skimming so lightly and gracefully over her skin she wouldn't have felt it if she hadn't just been getting a deep and thorough spanking.

"Ah!"

Professor Ben's knuckles flick over her center. Her swollen, sodden, puffy apex.

His hand drops and Rey blinks.

"Have you had enough?" he asks.

Rey can't think. Nothing. Her head nods. That's all she can manage.

When he steps away, he turns his back to her. For a second Rey catches the profile of his lower body again and disappointment rings through her. Their… whatever the karking hell this thing was- it's over isn't it?

She's trembling hard as she pushes her way back to standing. Her ass hurts. Her body wants more. Her mind's abdicated the throne.

"Are you alright, Rey?" He address the opposite side of the room.

She yanks down her skirt quickly, feeling an urgent need to hide the dampness on the inside of her thighs. The fabric stings against her ass cheeks.

"I'm fine, Professor. And I'm sorry, I won't do it again."

Did she mention that her brain's given up on her for the rest of the day? Because, if there ever was a moment for her Bad Girl alter ego to come out, now would have been the time.

But when she turns to leave, Professor Ben catches her wrist and stops her. He presses something into the palm of her hand.

"Here."

He holds onto her for just a fraction of a second too long when she starts to pull away and see what it is.

"Two- two hundred dollars? You're… paying me?"

But… But… Butterfield Eight. She should throw this back in his face, right? That would be the adult thing to do.

Ben takes an immediate step back, his chin dropping.

"It's for your clothes, Miss Kenobi. Go to the Institute's shop and buy a new uniform. Wear my coat and, if anyone asks, tell them… make something up."

"Right."

Rey snatches his jacket from the peg by the door. The garment swallows her, not even the tips of her fingers peeping out from the long arms. This time of day, everyone should be in class. That may be her only hope.

Half of her, very much absolutely the lower half, doesn't want to leave. Then the queen comes back to her crown and Rey bolts without another word.

* * *

She had made it. Every eye had watched her, but none had said a word. Maybe her luck had finally turned around?

Probably not, but not only does she have a brand new outfit she couldn't have afforded otherwise, but another piece of good news had hit shortly after she'd buried her cut off slut-suit at the bottom of a trash can.

Her second class of the day with Professor Ben had been canceled. "Personal reasons". Rey was absurdly grateful.

She had all but flown home then, brushing aside poor Rose with an 'I'll tell you all about it later' when what she really meant was that she was going to lie all about it later.

Plutt had yelled something nasty at her as she'd bolted past him, no doubt in trouble again for no reason. She'd locked the door. Then the door to the bathroom too, just for good measure. Ah hell, why not turn the tap on full blast, too? Make some noise. Be extra safe.

Then Rey wastes not a second longer before she sticks her hand in her panties and goes to work on herself.

Dark hair. Dark eyes. Dark voice. Big hands. Big damned… cock. Love that big damned _cock_. She can only imagine how it looks like. She does imagine, in fact.

Maybe… maybe next time she'll find out? Maybe that will be her goal. Maybe he'll be willing to help her.

Maybe maybe maybe, but one thing's for sure: just when she'd thought her day couldn't get any worse, it had gotten a whole hell of a lot better.

* * *

Author's note:

Getting steamier, right? I hadn't quite planned on doing an erotic spanking scene (never done one before!) but Styx's comment from last chapter put the idea in my mind and it just wouldn't let me go! This is also categorically NOT a BDSM story, it's a romance between two people whose conversation skills lack much to be desired. I'm a little worried having a spanking chapter so soon might be setting the wrong tone, so I just wanted to clear that up.

Also, I think I'm going to try something very different with this story than my others. I've mentioned this before in one of my other fics that I'm trying to become a commercial writer. I don't want to go into the details, but short version is that it has not worked out so far, so… I think I'm going to need this story back when it's done? I love writing fanfiction, maybe this sounds silly but it's one of the things in my life that really gives me the most happiness and satisfaction, and whatever I do I don't want to have to stop.

What that means for you dear readers is that I will write all 10 chapters, full story, and then leave it up for probably a month. That seems like a fair amount. Then after that I'll take it down from ao3 and and anyone who wants to reread it will need to message me directly either through , tumblr, email, etc and for a copy. If I decide to go this route, I'll give a reminder around chapter 8 or 9.

Until then, please keep reading and commenting and hopefully enjoying this story. Your continued support means the world to me and I really need it now more than ever so I hope you all understand and thank you so much!

* * *

Comment replies:

QwertyStrange - Well I hope this next chapter didn't disappoint! This should be a pretty tightly structured piece, i've worked very hard on making a solid outline that hits all the right beats, so I think it should come out pretty good! Thank you for commenting! :)

pobrediabla - DICK was my pervy sister's contribution, lol. We have virtually the same sense of humor so naturally I thought it was hilarious. Slow burn? Oh no no, there's going to be a little teasing before they do the do, but this is going to be a pretty fast medium burn at least! I hope you liked this second chapter and will check out 3 when it's ready! 3

Shestoolazytologin - Ah! Another reviewer from no rest for the wicked who made the jump here! I was hoping I would get a few of you but I wasn't sure since this is a modern AU and that's very different from NRFTW and its wacky jungle hijinks. I have fun with this version of rey, and definitely Ben too! They're both a blast to write here. Thanks so much for commenting both here and on my other story! :D


	3. Chapter 3

DICK Director Phasma was a towering, stern-faced, but impeccably dressed Amazon of a woman.

"Professor Solo, I hope you're feeling better." She ushers Ben into her office and closes the door with a crisp click of the bottom of her heel.

Even when she sits she's statuesque, taller than he is and that's before the high-heels that bring together her tailored outfit. Very much the villainess from Devil Wears Prada, though Ben should make clear the only way he knows that is through collateral damage from teaching at an all girls reform college.

"Better?" he asks, forcing himself to stop comparing his boss to film villains and focus on the task at hand.

The task of not getting fired. That one. It's kind of important and the odds aren't looking so great for him considering Phasma called him in personally for a one-on-one, forgoing the secretary middle-woman.

"Your class yesterday, afternoon Professor?" Her tone is even and perfectly smooth. "You called in sick and took a personal day after lunch."

"Food poisoning," he nods gravely. "Came hard and went away fast."

He emphasis the motion with a sweeping gesture of his hand through the air. Mimicking a cat scooping litter of a particularly unpleasant poop. A wince flutters across Director's face and she nods in sympathy.

"Of course."

Ben waits for her to continue. She doesn't.

He straightens in his chair, fixing his slightly slumped posture and bringing him more or less to eye level with each other.

"So-"

"I've been watching you, Professor."

"Alright."

"I've been watching your evaluations and records over these last three years that you've been at the Institute with us. I reread your file this morning, actually."

She taps a binder of papers on her desk with her long, dark burgundy painted nails. The last three years? But… he's been good. Stayed out of trouble. More or less.

"Is there a problem?"

Phasma smiles with smooth eyes. It's very… disarming.

"I'm _impressed_. You regularly receive some of the highest student evaluations of any teacher here. And, not only that-" She flips open the file folder and glances at something. Ben controls himself to not crane his neck and take a look. "And you do much more than teach, you also seem to provide excellent mentorship for our students. Giving them that really personal touch. Take Miss Kenobi, for instance-"

Oh. Shit. No, don't take Miss Kenobi. Pick one of the others.

"With Miss Rey Kenobi, you've spoken out for her and had four demerits removed from her record on different occasions. If it weren't for this extra step you took with her, she probably wouldn't be with us anymore right now."

An itch between his shoulders spreads, ghosting across his skin like contact dermatitis in the height of spring.

"Well she's an excellent student, Director. If she were to apply herself, she could really turn her path around. Start over on a new leaf."

A raising of chiseled blonde eyebrows fills the next beat with awkward silence.

"Oh? Well, speaking of turning things around..." She flips to another page of his presumed dossier. "You're a good teacher, Mr. Solo. A good man with a kind heart."

Ben can hear the 'but' coming from miles away.

" _Bu_ _t_ some of your behavior recently has been questionable."

He clears his throat. Links his fingers together and rests them on his knee.

"Is that so?"

"Yes. It is. For two days in a row now, yesterday and the day before, Miss Kenobi was seen going into or out of your office alone."

...kriff… Which one of his coworkers told on him? It had to be someone who really had it out for him. Hux maybe? Hux. It was Hux. Definitely Hux.

"Of course." Because explaining _that_ is going to be no big deal. "To help Miss Kenobi make up for her occasional tardiness, I gave her a few extra credit assignments. She came to my office to turn them in. I didn't wait for a chaperone because she was already late for her next class."

"For twenty minutes?"

Her manicure hovers over a line in the file. All Ben can see is a two and a zero. What the hell else does she have in there?

"She submitted and I gave her a timeline for her next assignment."

The perfect lies are the ones still close enough to the truth.

Director Phasma's face falls back to a perfectly even keel of neutrality. Ben is starting to get the feeling that her version of a 'bitch please' stare.

"That was very generous of you, Professor. _None_ of the other teachers have been willing to put in the same effort as you have with young Miss Kenobi."

Gods, if they only knew…

"Isn't helping these troubled young women get back on their feet what we do here at DICK?"

Even Phasma's nod is neutral.

"The _girls_ here are also under strict rules and regulations, as are the teachers. Do I need to remind you why?"

Horny teacher bangs coed. Coed goes back to detention facility, teacher gets fired and has to work at a burger joint or, gods help them, the public school system. It's happened a hell of a lot more times that DICK lets on in their annual "transparency" report.

"Director, I was only trying to help Miss Kenobi because she's..."

How to describe her. It's very hard to describe Rey without moving his hands.

"Such a trouble student?" Phasma suggests.

Ben winces. Well, she's not wrong, but he still doesn't care for that term.

"She has so much potential, Director. I believe in her."

Phasma leans back in her chair. Ben mirrors her.

" _Good_. Now, let's change the subject. I have a few thoughts regarding you upcoming promotion."

His _tenure_. The teacher's dream, right? Career safety no matter what you do, as long as that what isn't a horny coed in a short, short skirt. They're still off limits.

"Since you're nearing your three year anniversary with the institute, it's soon going to be time for me to decide what to do with you, Professor Solo."

"You can call me Ben, if you'd like."

"I prefer last names."

"Alright."

She picks up the back page to his dossier, regards it for a second, then closes the file.

"Of course we do need a steady roster of reliable talent here," she says. This time an expression forms along her temple.

"It's been an honor working here."

She looks up at him. It's a lie. He had ended up teaching overage delinquents at DICK due to a youth of poor decisions finally catching up with his adult self.

"Have you heard that we will be opening up another branch in Fairbanks?"

The question doesn't catch him off guard. He'd been expecting it, considering that the new branch was pretty much made for water cooler fodder:

' _Fairbanks? Alaska?_ _Isn't_ _it true that they don't have night in the summer?'_

' _Alaska has a summer? Get out of here.'_

' _Land of the midnight sun, good luck with that one.'_

' _I would rather flip burgers or teach at public school. And isn't_ _Fairbanks_ _the town that has a moose roaming the city streets?'_

"The Institute must be doing very well if it can afford to expand like that," Ben chooses to say.

"Our government funding is very generous. But, of course, our new branch will need staff, now won't it?"

"...Right."

"Of course we haven't decided anything yet." Phasma slides her seat back, rolling it away from the edge of her desk. Ben takes this as his hint to stand up as well. "Who's getting tenure and who's getting transferred will be decided next month during the Thanksgiving weekend. You will be attending our annual holiday party, won't you?"

Gods, the holiday party. Only a prick like DICK would have their Christmas party a full month in advanced. And Ben wouldn't miss it for the world. A chance to get drunk off his ass and hear a bunch of people he barely tolerates air the grievances they've been simmering over for the last year? Pure entertainment gold right there.

"Of course, Director. Is that all?"

She stands up and smooths out her skirt. The black material carries nary a crease.

"Yes, Mr. Solo. I will let you know if there are any other matters we have to discuss."

Ben turns, eager to leave, when she calls out to him again.

"Oh, and Ben? While I appreciate your willingness to help our students, don't be too lenient with that Kenobi girl. Her status with out Institute is very much hanging in the balance, and one more major infraction and I'm afraid there's nothing more I can do for her. She'll have to go."

Ben doesn't turn around to judge her expression. He's sure it's impeccably neutral as always.

* * *

The hallways are mercifully empty as Ben leaves Phasma's office.

He had known that Rey was in trouble, but he hadn't known just how much until now.

Ben wants to help her. He admitted that much to Phasma, but he'd left out certain other details. He shouldn't think about Miss Kenobi this way. It was so wrong. She was a student, for kriffssake.

But he doesn't just want her, he wants to be _with_ her. Phasma was right, he needs to be careful or he's going to end up fired or worse. Like, Alaska in flannel shirts worse.

And all of that for a perfect set of legs in a short, short skirt. Lucky he stopped himself with his last session with Rey because his control had nearly given its adios and who knows what would have happened next?

Ben knows. He hadn't even needed his favorite porn site last night after their encounter. He'd called the day off, went home, and pictured continuing right where they'd left off: with Rey and her pink cheeks bent over his desk, easy access. Except they hadn't stopped. No, he had pealed her panties right off her, freed himself from his pants, and pushed into her in one smooth move.

Gods how _tight_ she had been in his mind. Tight and hot and moaning so loud that-

Ben clears his throat loudly, so caught up in his rambling inner monologue that he hadn't even realized he'd overshot his office block completely and was now in the students wing.

Laughter.

Ben stops, pausing to listen. Boy's voices and girl's laughter. _Boy's_ voices. Despite the highly unfortunate acronym, DICK was an all-girls' reform college. Boy's were absolutely and strictly forbidden to be on campus at all, let alone in the girls' shower.

Then a rolling and distinctly British "kriff that's strong! Give me another one!" makes his blood go from zero to sixty in an instant.

She's in there. _Rey_. Rey is in there playing hooky and fooling around with someone else.

Anger and sharp jealously make a knot form in the back of his throat. How dare- How stupid can she be? Not only is skipping she classes yet again, but she's breaking the no fraternization rule _now_ when she's so deeply in trouble? Is she seriously trying to get herself thrown out of here? Does she really want to ruin her life that badly?

He forces his hands to unclench from the fists they'd made and throws open the door. He's not supposed to be in there, but neither is anyone else so fuck the rules, they don't apply right now.

His eyes fall upon Rey first. She's fully dressed, thank the gods, but there's a suspicious looking clear plastic cup with something green in it in her hands.

Then one of the other three screwups, Rose, another one of _his_ students, admits a squeak.

Ben slams the door shut behind him. T other two partners in their crime, the other two little _shitheads,_ scramble backwards. Two young men, and he doesn't recognize them and they don't recognize him but that doesn't hide the shitting their pants fear on their faces as they try to shove the various contraband items behind them and out of sight.

"Get out. _Now_."

Boy number one in a beaten up leather jacket is the first to bolt. He's followed immediately by his dark haired friend and then Rose and Rey are on their feet, Rose's backpack clinking as she slings it over her shoulder.

"Consider yourself warned!" he shouts obliquely to her, catching Rey's arm and yanking her back when she tries to join the panicked exodus out the door.

When it's just he two of them, Ben lets her go and pushes her backwards away from her route of escape from him.

"Shove off!" she shouts, the remainder of the drink in her cup splashing over and staining her white shirt.

"Fuck."

She crosses her arms over her chest and glares up at him.

"I wasn't-"

" _Y_ _es_ , you were."

She sucks her lips in and looks down. There's a red flush to her skin, and Ben can't tell if it's childish anger or the presumably extremely cheap varnish remover substitute she'd been drinking.

"Alcohol is forbidden on campus, Rey. As is fooling around with the local trash."

A spark of defiance shoots to her eyes.

"They're my _friends._ "

Ben mentally tells himself to count to ten. He makes it all the way to three.

"You need to start taking responsibility for your actions, Rey. The only men allowed on campus are members of staff and crew, and that's for your own safety."

She scoffs.

"Safety? Right. Or maybe you're just jealous."

Ben closes the distance in an instant. Rey shrinks back, cringing even as she tries to hold her head up high.

"You're supposed to keep your legs closed, Miss Kenobi. Failure to do that-"

"Oh for kriffs sake! We were just _talking!"_

He pointedly looks down at the wet stain on her right breast. It renders the thin fabric of her shirt semi-transparent, revealing the scalloped outline of her hot pink bra.

"Talking and drinking. Fine. Whatever. Go report me, I don't care. I was just trying to have some fun."

She's like a little kid caught with her hand in the cookie jar. So much so that she even stomps her foot, but there's a slight tremble to her lips and a tightness around her eyes.

"And exactly what sort of _fun_ were you planning on having, Miss Kenobi?"

She swallows. Then she faces him dead on.

"Dunno Professor, all this estrogen here at DICK confuses my simple little mind. Sometimes a girl just needs some testosterone in her life, what can I say?"

Ben feels his pulse start to spike again. This… this little _hellcat_ … She's going to push him too far. Damn near has already.

"You're reckless."

"You're jealous."

Ben narrows his eyes. Rey glances down.

"Yes, Rey. I am jealous. Now what else were you planning on getting up too, hmm?"

Oh how prettily her freckles darken right before his eyes.

"What can I say? Sometimes a girl just needs a dose of some vitamin D while she's at DICK, right? Or should that be a dose of _vitamin C_? Maybe that's the one?"

And just to be a world-class BRAT, she sticks her forefinger into her mouth and pulls it out with a loud and lewd 'pop'. Ben catches a whiff of toxic vodka on her breath.

That's it. He's had it. He's had enough. Ben half drags, half yanks her over to the line of sinks.

"Wash your mouth out. Now."

He points at the tap. Rey jerks her arm of of his hand.

"What are-"

"Rinse your mouth out with water, your breath reeks of cheap booze."

Rey looks for all the world like she's about to object, then she grumbles and turns on the tap, scooping some of the chlorine-laden water into her palms. Ben grabs a good number of paper towels from the dispenser and squeezes several pumps of hand soap out onto them.

"Your shirt Miss Kenobi. You reek like you spent an evening on your back at a frat house."

She grimaces, the 'oh fuck you' silent but still clear as day on her face. She snatches the paper towels out of his hand, wetting them under the stream, and half-heartedly swabs at the green-tinted stain on her shirt.

"There." She turns the water off with her elbow, throwing the towels away and missing the bin entirely. "All done. Now can I go?"

Ben takes a step back to look her over head to toe. Wet shirt, pink bra, hard nipples. Hint of corner of that belly button piercing casting a shadow. Skirt too, too short. Legs too, too long.

"Professor?"

To Ben, her squirming looks like a sensual shimmy. This pretty little thing...

"No, Miss Kenobi. We're not done yet."

Her chest, her _wet_ chest, stars to rise and fall a little more rapidly. She wipes her chin with the back of her hand, drawing his attention up to her parted lips.

"What do you have in mind?" she asks quietly.

Ben looks around the room. Behind them is the sports suite.

"In there," he points. "Go into the sauna."

Usually the sports room is reserved for the team, but he's the teacher here and he's making it his call.

He follows her closely, glancing back only once to make sure that they still were alone. It's the middle of the day and no one is in here. Perfect.

"Hey!" Rey protests when his hand pushes at the small of her back to speed her up.

Ben smirks, sliding his hand down to the globes of her ass. That perfect, perfect ass. He hears Rey suck in a breath as he squeezes her, and she jumps when he dips his hand under the bottom edge to touch her bare skin.

"Sore?" he asks.

Rey shoots him an angry glare.

"I have _welts_ , you know? That's so messed up."

His smirk becomes a smile.

"Show me."

Rey pauses at the wooden double doors to the sauna. That blush is back on her face, darkened freckles and all.

She does it coyly, raising her skirt up just enough for him to see the still pinked flush to her backside, decorated by a deeper stripe exactly the shape of his ruler.

The sight of _his_ marks on that perfect little ass, make Ben's blood heat up.

"Open the door and get in."

The sauna room is turned off, but even without all the steam the space offers them all the privacy they need. Rey walks stiffly inside and watches Ben as he removes his belt.

"What… what are you doing?"

Ben tests the weight of it in his hands. Leather. Expensive. This one would really have some sting to it.

"Have you heard of the carrot and the stick, Miss Kenobi? Or you get more flies with honey? Ever heard that proverb?"

Rey's gaze flickers from his pleased face to the painful tool of discipline in his hands.

"Is… does that have something to do with your cock? Like, the stick is… y'know..."

"Miss Kenobi, I tried firm punishment with you to improve your behavior. Obviously my efforts didn't do shit, so now it's time to try something sweeter."

He cracks the belt in his hands just to watch her jump. She edges back as far as the small sauna room will allow.

Ben dangles the belt in front of her for a few more moments, enjoying her obvious discomfort and uncertainty. Then he turns and goes back to the double doors, tying the handles in place securely with the item.

"Are you ready for your next lesson, Miss Kenobi?"

He can see the question in her eyes, buys she still nods. Her eagerness and curiosity begins to peep through her pissy facade.

Ben points at the bench. The hard, unpadded, wooden bench.

"Flip your skirt up and sit down."

"But that's-"

" _Sit down_ , Miss Kenobi. That wasn't up for negotiation."

Her wince when her nearly-bare cheeks hit the wooden planks is highly satisfying. Ben takes a moment to admire her obvious discomfort, but then she ruins the perfect scene by leaning forward into dick sucking height.

Immediately Ben's emotions flip.

"Is that what you do for them?" he growls. "For those two little shitheads?"

He's thoroughly pissed off. And she'd better have a damned good answer for herself because that belt is only a few steps away.

"They're my friends and we were _just talking._ And it's none of your business."

That's where she's wrong. But, as much as Ben would love to argue with her about this, it's time for her next lesson.

"Lean back," he says tersely.

Rey looks behind herself. Slowly eases down onto her elbows in a semi-recline.

"How am I supposed to-"

"Lift your skirt up and spread your legs."

Her hand is trembling as she complies. She pulls her skirt up half way, then Ben steps forward and yanks it up himself to her waist. Pink panties again. Does she have any other color?

"Open."

Little by little her knees move apart.

"Take off your panties and set them aside."

He raises an eyebrow and waits. She presses her knees tightly together as she pulls the flimsy little piece of fabric down. When it's pooled by her ankles, she kicks it off, disobeying him in a small way. Brat.

Ben picks the garment up, sets it down handily nearby, and kneels in front of her.

"Open," he repeats.

Rey shakes her head, mouthing the word 'no' at him.

She makes an adorable squeak when he simply picks her hips up, pulling her closer to him until she's laying flat on her back with her legs danging in the air.

"What are you doing?" she asks, eyes wide and legs still stubbornly closed.

"This is the honey part of your next lesson, Miss Kenobi. ."

She gasps as he starts to prise her legs apart, her thighs trembling as she half fights him.

"Hold onto the edge, Miss Kenobi. And try to relax."

And there it is, her perfect little pink flower. Her pussy is cleanly shaved, but with a well-groomed landing strip. Ben frowns, shoving the thought that she might have groomed herself for those two shitheads to the back of his mind.

"Keep your legs open. You may rest them on me if that's more comfortable for you."

She nods stiffly. One of Ben's hands drifts down to stroke the faint welts on her ass and she inhales and holds it. Then he slides up, picking up her thighs and placing her calves on his shoulders. Rey begins to tremble more severely, the knuckles of her hands gripping the bench turning white.

"Miss Kenobi, you're free to go at any time if this lesson is too much for you to handle."

She doesn't answer. Doesn't move, simply stares back at him with wide eyes and dark freckles.

"Rey?" he tries again. "Do you want me to stop?"

'No' she mouthes, shaking her head quickly.

Ben adjusts her legs to give him the best access, then he dives down and gets to work.

Rey whimpers as he blows on her skin. She's already wet for him, a hint of slickness glistening enticingly.

He spreads her with his thumbs, parting her petals to reveal her center and that perfect, swollen little pearl at the top.

"I'm surprised you don't have a piercing down here, too," he teases.

Rather than talking back, Rey whimpers an incoherent protest. Remarkable.

He blows on her again, getting her primed and listening carefully to her every reaction, both verbal and physical. She's tight with tension, the muscles in her long legs pulling him closer even when he's entirely positive that she doesn't know she's doing that.

A very good sign.

Ben starts their playtime by kissing her clit. Even that one touch alone is enough to make her jump in his hands.

"Shhh," he soothes, flicking his tongue against the firm little bundle of nerves.

He takes it into his mouth, applying the gentlest amount of suction and Rey moans. The sound of it, sweetly shy and yet so needy, goes straight to his cock. He may have to take another half day, after this.

He works on her with his tongue and lips, suckling on her clit until she begins to thrash from side to side and his chin is shining and sticky with her slickness.

Ben pulls away with a pop, going back to blowing on the now twitching nub.

"Are you ready for more?" he asks, circling the outline of her with both thumbs.

"Professor..." she whines.

"You can call me Ben."

"Ben… I'm- it's-"

" _Relax_ , Rey. I've got you. Nothing is going to happen to you."

He dips down again, humming and sending the vibrations straight into her clit. She whines, her hips bucking forward and another wave of slickness is coaxed out.

Ben lets go of her hips with his right hand and reaches forward, skimming her mouth. She frowns, pulling her brows together, but seems to get the idea when he tugs on her lower lip. He plays with her tongue, pumping his fingers in and out of her warm mouth and coating his fingers in her saliva, before pulling away.

"Did those two shitheads play with you like this, Rey?" he asks, drawing his hand between her legs. "Did they finger you? Put any part of themselves inside you?"

It's masochistic of him to ask, but the primitive caveman part of him needs to know. Rey doesn't answer, though. She simply lays there trembling, her chest bouncing up and down with each of her rapid breaths.

Those two little punks don't matter. He's here with her now, tasting her, and they're off somewhere drinking ten dollar glorified paint thinner and pretending to be oh so tough.

"Oh fuck!" Rey cries out when he eases the tip of his middle finger inside her.

Gods, his fantasy hadn't even done her justice. She's so hot and wet, but still impossibly tight. He has to work to even get the second knuckle inside her.

"Too much, Buttercup? I told you to relax, you're going to tighten up if you're nervous."

"I'm not nervous!"

Her voice is a high squeak. Ben kisses her clit again and she sighs, her head rolling back.

His thumb and tongue begin to work her nub together, alternating hard pressure in circles with light flicks designed to tease her to the edge without taking her over. She's already very close, Ben can feel her inner muscles quivering as he pushes his middle finger all the way inside her.

Thumb finger tongue. Thumb finger tongue. Ben sticks with just the middle finger, deciding that she's just too wound up for him to use both like he'd planned. Whatever the hell those boys had been giving her must not have been much. Probably the size of a baby carrot. Rey starts to moan and whine nonstop as he pumps his finger in time with his other hand. She emits little cries or 'oh fucks', her legs pulling hard and keeping him locked in place.

"Beennnnnn..."

His name is a long and desperate plea. He wraps his lips around her clit again, sucking on it vigorously while pressing his middle finger hard against her top wall.

She screams as she comes, only half masking the loud cry with her palm as she thrashes and spasms. Ben can feel every flutter from within and he times his pumps with the pace of her inner contractions, drawing out her orgasm as her neediness leaks out in waves and slides down his hand.

He licks her in a wide swath when he pulls out, tasting the impossibly sweet honey of her body. Yeah, he's going to have to take another half day off. The rest of the day is just going to be him and _t_ _his_ hand.

Rey is shaking so badly her legs can barely support her as he helps her stand up.

"Did you like it?" he asks.

She doesn't look at him. Doesn't answer but her skin is flushed in a whole new way that has nothing to do with embarrassment or anger. Ben picks up her long discarded panties, sliding them back up her legs and snapping them in place against her still puffy pussy. She's going to be wearing her own slickness all day now and there are no words of how much that pleases him.

"Professor… um..." Rey has to clear her throat twice before she can speak clearly. "There's something I've been thinking about."

And she shifts from side to side, apparently not finding wearing her sodden panties as delightful as Ben does.

"Hmmm?" he makes a show of licking his fingers clean. Rey blushes even harder than before and looks away.

"We could… This could be our secret, you know? You and I, we could keep doing this. At least until I get kicked out of here. No strings attached."

Ben swallows, staring down at her. He can't lie to himself, this is exactly what he'd been fantasizing about for so long. But what she's offering is dangerous. It could ruin them both. _Will_ ruin them both, because there's no way that their relationship, no strings or not, would ever be able to work.

A tightness forms in his chest as he turns her so she looks at him.

"I'm afraid I can't do that, Miss Kenobi. Now you go out first, the halls should still be empty. Don't be late for your next class, that's an order."

Rey drops her eyes to the floor, finally _finally_ shutting the kriff up. She leaves without another word but an awkward shuffle to her steps as she goes.

Ben rakes his hand through his hair, smoothing it back down, and using the sheer force of will alone to demand his raging erection simmer down before he's fit to go out in public.

* * *

Author's note:

Chapter 4 will hopefully be up on Thursday if No Rest for the Wicked ch20 behaves itself for a Wednesday release!

And 4,999 words exactly (not including the author's note)! One word shy of the cutoff point I've set for myself! *pats own head*

And so what's a "reform college"? Well it's a thing that doesn't exist. Because people in college (typically) are adults and therefore would be free to come and go as they please. However, it's a handy plot device that allows me to sort of tap into the naughty schoolgirl fantasy and student-teacher power dynamics without being all gross and underage. It's also a hell of a lot of fun to write, too!

Also let the record show that yes, I have actually been to Alaska and it's… nice? I was just having a little fun with it, poor Ben doesn't want to have to wear flannels...

So far so good with this fic, everything's right on track with both the outline and the word count. I've definitely learned a lot from when No Rest for the Wicked kinda spiraled wildly out of control (true story: it was ALSO supposed to be 10-12 chapters and 50k words, hahaha oh dear gods…)

next chapter: Rey's POV again (we're alternating in this fic) and I think it's time Ben gets a little action instead of just dishing himself it out, don't you agree?

Comment replies:

shestoolazytologin – Poor naughty little Rey sure ahs been sitting sorely. In my headcanon I had a whole bonus scene of Rey coming into class all sheepish about what happened in ch2 and Ben smugly demanding she sit down immediately and then he was innerly just freaking eating up how uncomfortably she was squirming. Scene didn't make the cut but yeah, she's gonna be plenty awkward for a while after that good old fashioned whipping:P

YES, Rey's backstory will be covered, it's a big part of her "motivation" in this story and why she behaves (or should that be misbehaves) the way that she does. Ben's own checkered history was lightly touched upon in this chapter and alter they'll find out they have more in common than they first thought!

Valery – WOW! You read this story through google translate! I'm so incredibly flattered that you put in that much effort! I hope you're enjoying this chapter too, I'm trying to update once or twice a week on a regular schedule so I hope you check out chapter 4 and beyond when they're ready! THANK YOU so very much! 3

Guest – haha, well I'm glad you liked the saucy spanking scene! There's going to be 10 chapters in total and I'm hoping to update regularly. Thank you for commenting!

VR – I think this story came out funnier than I intended? Like, I sort of had a Lolita meets a Bad Boy teacher in mind when I outlined, and then it transformed itself into something lighter and more comedic. I think it's working out, though. Thanks for commenting!

pobrediabla – I'm glad you're liking this story so far! Thank you for pointing that inconsistency out to me, too! I rarely do multiple POV stories and I think that's where I got tripped up. There's a big difference between how Ben and Rey really feel as you can see from their POV fics and how they present themselves to each other. I'll try to make this more clear in future chapters! Thanks as always for commenting! 3

L'ImperatriceElle – hahaha, that gave me a good laugh! These twp aren't very good at open communication and I think Ben was just so damned frustrated with her (in more ways than one!) that he just HAD to give her a good spanking to work out some of that tension! I'm so glad you're liking this fic so far, thank you for commenting!


	4. Chapter 4

Today was the one day of the week that Rey didn't have a class with Professor Ben. That didn't mean that she didn't see him, though.

She'd been good today. Gone to all her classes and even showed up to them on time. More or less. And she'd thought about him constantly. Maybe keeping good Professor Solo on her mind had kept her on her best behavior because she was simply too embarrassed by what had happened to act up.

And just because there hadn't been enough drama recently, today Plutt had yelled at her again. Apparently the Institute had called him and they were going to send some representative over to 'discuss her enrollment status'.

In a way, Rey had been expecting this. She had gone upstairs to her room quietly, not wanting to draw any attention to herself as she started to pack.

She was going to run away. She'd decided it last night as sleep had alluded her for so many reasons. She's not going back to prison, they can't take her. Rey had been very young when her parents had died, but for most of her life she'd decided that had been the worst thing that could ever happen to her. Then getting arrested had proved her wrong.

She should tell Rose. Rey doesn't have many friends, Finn and Poe are more friends by association, but if she's going to take off tonight she should tell her at least.

 _I need to talk to you ASAP. It's serious. Can you call me?_

Rey types the words into her phone so quickly that she's probably butchering her message with the autocorrect function, but there are tears blurring her vision so it will have to do.

That's when she sees _h_ _im_. Good-with-his-mouth Professor Solo. He's walking up the side path to the concrete block building she calls anyplace but her home and how karking cruel is that? The Institute sends the one and only person working there that she actually likes to give her the eviction notice?

Rey hides behind the edge of her window and peeps down. She's only one story up, and she can hear Plutt answer, pretending to be polite. Pretending not be the same horrible, miserable old man who routinely terrorizes her. Then they move inside, the door closing behind him.

Carefully, Rey creeps out of the window and onto the roof of the rear awning where she can hear them better. Their conversation comes to her literally eavesdropping ears in strobe: fading out with the breeze and back in with echoes.

Plutt is angry. He wants to get rid of her. Ben- Professor Solo is quieter, his voice steady and more even.

"She's a good student, Mr. Plutt. She just needs-" his voice shifts direction. Pacing, probably.

"She's a bloody pain in the ass! She's always getting into trouble and she doesn't even pay her rent on time half-"

"Rent? Why does she pay rent? Your agreement with-"

Outside one of the distant neighbors slams a door and the sound of children's ruckus blocks out whatever he was saying. Rey hopes no one looks over at the building to see her clinging like a spider monkey from the east-side slanted roof.

"She's broken every damn rule! I want her gone!"

"Mr. Plutt, your contract with us-"

"Screw that bloody contract! Do you know what she did last week? One of her-"

"I think you should give her a second chance, Mr. Plutt. I've spoken to our Director and-"

This time Rey pulls back herself pushing away from the edge and sitting back on her heels.

She's not sure she wants to hear the end of that. Oddly, the notion of Ben standing up for her, of _anyone_ standing up for her, brings a tightness to her chest. She should be happy, it's what she wanted, isn't it?

No. Or yes maybe.

Either way, Rey's heard enough. She'll… wait for tonight. Wait until Plutt thunders into her room and tells her what her sentencing will be. No point in running away just yet, when she's still got a roof over her head even if it's an acrimonious one.

A knock on her door, and then it opens. Rey is still outside, edging back to her open window, and she mentally curses herself for forgetting to lock. She always, always locks her door, after one particularly unpleasant nighttime incident with Plutt where she'd had to sleep outside behind the building as he trashed her room.

No, instead of a drunken lecherous thug, the professor that ate her pussy in a sauna walks inside instead.

He's dressed in a suit with a leather briefcase in one hand. Dressed up, not the casual Friday with somewhat unruly hair persona she's used to see. Or more than slightly unruly hair when his head was between her legs.

Rey shrinks back even further at the memory, watching her professor from the very corner of the window where she's hiding.

"Rey?" he calls out.

She stays quiet, suddenly feeling quite ridiculous.

He looks around her room, what there is of it. Then he comes over to her bed and her heart drops. Her suitcase, half packed, is laying open there. He picks up a piece of her clothing, sifting through her belongings and the dumb part of Rey's brain that gets her in so much trouble takes over.

"Hey! Professor!"

Her voice s a shushed shout. There's a somewhat bemused expression on his face when he turns and sees her head peeping out from the side of the window frame.

"Miss Kenobi, I didn't see you there."

He stands and her eyes drop down, staring at his shoes. Sneakers. Black sneakers, but it's a little touch of rebellion that fights against the formality of his attire.

"Are you leaving?" he asks when she doesn't say anything else.

He looks over at her half-filled suitcase. Time for another lie and this had better be a good one.

"Nope, just putting away some clothes I don't need."

Behind him Plutt's heavy footsteps walk to her door. Then keep on walking, the loose boards occasionally creaking as he goes. Ben watches her as she cringes.

"You have problems with him, don't you?"

Tip of the damn iceberg, Professor.

He steps closer. Close enough that she can smell his aftershave. Dman, he really had gotten dressed up to come here hadn't he?

"I came here to talk to your caretaker," he explains. "Tell him that the Institute is reviewing your status and encourage him that we believe you're trying to turn over a new leaf."

Pointless. Somehow fear and sadness and horniness all get mixed together until she shakes them out of her head.

"What are you doing on the roof, Rey?"

"Listening in on you two. I… couldn't really hear much."

Ben falls silent for a second. Then he laughs, shaking his head and letting a few pieces of his smoothed back hair pop into unruly freedom.

"Why am I not surprised?" He steps back, offering her his hand. "Why don't you come back in? I'd like to talk to you."

Good idea, except that Rey's not sure being with him in her bedroom is a good idea. Not just that Plutt might barge in at any moment, but her self control hasn't exactly been her strong suit recently.

"There's a great view from the roof up here," she counters. "Would you like to see it with me?"

Great view is overselling it, but its the only private place she can think of.

Ben drops his hand. His face takes on a stern scowl but she can see a hint of something else creeping around the edges of his expression.

There was no part of Rey that had thought Professor Ben would actually do it, but she had hoped.

He shocks her again, always keeping her guessing, when he joins her, easing himself out onto the concrete ledge with a surprising grace for someone of his size.

"Lead the way, Buttercup."

Some day she'll ask him about that nickname. For now though, Rey finds herself rather at a loss for words.

She leads him around to the rear maintenance ladder and he goes up first, the metal rungs of it creaking under his size.

The roof of the building is a wide concrete scape with numerous vents, chimney, and other hidey holes. It's one of her favorite spots. A place to get away and pretend she's somewhere and someone else.

"You're the only one to come here," she tells him when his presence falls close behind her.

"Ever?"

"Well, just you and Rose. Though I usually go to her dorm because Plutt hates when I have company here.."

A breeze picks up, bringing with it a sense of shy awkwardness.

"Ah, Rose Tico. Your partner in crime. The other part of your wild drunken party yesterday."

Well now he's just being petty. Rey turns to face him, squinting slightly into the setting sunlight.

"Why are you trying to help me?" she asks. "Why? You didn't have to come here. Some other DICK could have gone in your place."

He snorts, her obvious play on words clearly not being lost on him.

"Because you're worth it, Rey."

That tightness in her chest comes back. It's not an answer she wants to accept. 'I help you because I want to fuck you'. That would be better. Simple. Uncomplicated.

"You don't know me."

"I'd like to."

He leans in, still towering over her, and for a second Rey thinks and maybe hopes that he's about to kiss her.

"Rey, you're a lot smarter than I was when I was your age. Back then I got myself into a whole lot of trouble. I don't want to see the same thing happen to you."

Rey waits for him to continue, hugging her arms tightly around her chest despite the warmth of the late afternoon air.

"What sort of trouble?" she asks after a moment.

Ben smiles, leaning in even more.

"Bad boy stuff. You like bad boys, don't you?"

The words are harmless enough, but the way he says them, the way he's looking at her right now. All Rey can think about is how good he'd made her feel yesterday. It had been a wholly new experience for her, and she can't help but feel herself getting a little worked up from the memory of it.

"Maybe I need another lesson, Professor."

She steps back, dropping her arms and letting him have an unobstructed view of her shape.

Ben hums, cocking his head to the side.

"I don't know, Miss Kenobi. Have you been a naughty student today?"

Heat blossoms within her immediately, pushing reason and doubt out of her mind.

"Does sneaking out of my room with a boy count?" Rey asks, her breath catching in her throat.

"Absolutely. But-" he steps back, giving her enough room to make an escape. "But only if you really want to. Only if this is something you really want."

Rey smiles inwardly . Very few people in her life would care about what she wants, and for that reason alone, her Professor Ben deserves a reward.

She nods, her voice leaving her as her nerves rise.

"Follow me," she says, catching his hand as she turns away, "I like to come up here and watch the sunset and I've got some stuff set out."

This roof had been her little sanctuary. A taste of freedom and open skies like she once used to have.

The chair she has in the far and hidden corner is technically a semi-broken plastic lounger like you'd have along the deck of a pool. She'd found it discarded next to the trash bins one day and had sneaked it up here when no one was looking.

Ben eyes it skeptically. His thumb rolls over her knuckles, not quite gripping her but also soothing her in his own strange way.

"Sit down," she tells him, feeling her heart pounding in her chest.

"I'd rather stand. I think that, for your next lesson, you should be on your knees."

The meaning couldn't be more obvious and this had been her whole idea after all, but Rey still blushes furiously.

Truth be told, Rey had _never_ given oral sex before. But she's certainly seen a lot of porn. They always made it seem so violent, but then she saw one of those 'by women for women' sorts of videos and… it looked good. She really liked it.

"Alright," Rey says finally.

She bends down to pick up the blanket she keeps underneath the seat of the chair, then she holds it awkwardly, tuning it around and around in her hands as she tries to buy herself time.

"Rey?" Ben prompts, "Are you sure?"

She nods. "Yes. But… I'm not very good at it."

"I'll give you guidance. This time, we'll do what I want, but you will tell me if anything is too uncomfortable, understand?"

She quickly nods and folds the blanket in thirds, laying it down on the rough concrete of the rooftop before kneeling in front of him. Is this even a good angle? In her favorite video, the guy had been laying down. Standing up will be… well, it could work, obviously. Lots of movies do it like that.

"Rey, you look beautiful right now."

She blinks, startled as much by her professor's words as she is by his hand which strokes along her face and cards through her hair.

And for a second she doesn't see stern Professor Solo. Instead, she sees a young man, handsome and accomplished. A _man_ , not a boy. Rey had never understood the difference until right now.

"You're blushing."

"It's the sunset."

"Rey-"

"I'm all yours, Professor. Discipline me however you see fit."

That look again. It makes Rey feel warm. Needy. But this isn't about her.

"Come forward a little, Miss Kenobi," he orders.

His fingers trace her face and she sighs as they skim over her lips. Memories of him eating her out playing loudly in the back of her mind.

"What do I do first?" she asks.

"Unbutton the top button of my slacks then untuck my shirt."

Gods. They're really going to do this, aren't they? Rey feels out of her body right now, it's someone else's hand and not her own that obeys him. He's already a little hard, her fingers brushing against growing firmness as she complies. He helps her with pulling his shirt free, and then firmly grabs the back of her head, pulling her down and forward. Rey braces herself with one hand on the closer arm of the chair.

"What next, Ben?" she asks, still finding the informality his first name somewhat strange.

"Touch me. Be creative."

Rey swallows, much preferring to have a sense of direction, but this is a lesson after all.

She places her hand flatly on his upper thigh, trying to will her fingers to edge closer to hirotch. If she didn't know better, she'd swear he rather likes the sight of her on her knees.

"Like this?" she asks, stroking his leg robotically.

"How about once more with feeling."

Oh. She's not being sexy enough about it, is she? Rey pulls back then, leaning away as far as his hand on her head will allow. She shoots the far side of the roof, the one where any voyeurs would have to cross before they're spotted, a nervous look.

"No one's here, Rey. It's just you and me."

She nods. It… helps. Makes this feel more like a fantasy.

"It's like we're in a porno," she says, more to herself than for Ben's sake.

Still, he laughs and she blinks, looking at him. His hand on her slides forward to cup her jaw and trace his thumb along the curve of her cheek.

"You have no idea, Miss Coed."

Rey forces what she hopes is a coy smile onto her face as she unbuttons her shirt. Ben's eyes roam from her lips to every inch of her exposed skin.

"Ah," he says when she finishes with the last button. "There's that naughty little piercing. I've been thinking a lot about that, too."

She her face heat up. Her bellybutton piercing… it was just a stupid thing. An act of rebellion only she was supposed to know about which kind of defeated the purpose of rebelling to begin with.

Rey starts to slide her shirt off but Ben stops her with his other hand and he draws it back up over her shoulders.

"Keep it on. Just in case."

Right. In case. Even though no one ever comes here. Buttercup's first blowjob on the roof of her half-prison? Rey wouldn't have it any other way.

Next she takes a deep breath to steady herself, then picks up his hand from her shoulder. She flips it over, tracing her fingers over his huge palm. He's really so much bigger than her, it's kind of ridiculous. And a little intimidating.

To soothe away her fears, she kisses his palm. His thumb follows her lips as she pulls away and guides him down to her breast.

Ben dips his hand under the lacy fabric of her bra, cupping and cradling her whole breast. Immediately her nipple puckers, reacting to the rougher foreign touch.

She sighs, heat starting to rise to match her nerves. Then she remembers her part of this lesson.

Ben rolls her nipple between his fingers and Rey grabs his thighs again, this time one hand on each leg. She starts to pump them, rubbing his strong muscles from his knees up to nearly his crotch.

Like magic, he begins to grow and harden before her very eyes. The fabric at the front of his slacks begins to strain, and now she can even see the outline of his shaft imprinting itself against the thin cotton. Gods, she can even see the shape of the head slightly.

Ger reaction to this, to watching a man grow hard right in front of her, is two fold. Part of Rey feels oh so embarrassed, but the other part… well, half her mind and a very specific half of her body has never felt more alive. She's doing this. _She_ is.

"Rey."

A sharper pinch to her breast and Ben pulls away, the happy smile gone from his face and replaced by something far more demanding.

"Should I… undress you?" she offers, her head swimming but curiously winning out.

"Yes. Unzip my fly and then I'll help you get my cock out of my briefs."

Cock. He said cock. Oh gods…

Rey ducks her head down, pretending to be studious as she complies. She unzips him, her fingers grazing his hard length again as she works.

Black briefs. Or boxer briefs, Rey isn't quite sure of the difference. Well tented, stretching boxer briefs.

Ben takes over then, deftly pulling his underwear part way down with one hand while freeing himself with the other.

Rey swallows, her nerves supercharging at the sight of his erection. There was something so fundamentally intimidating about being alone with an aroused and half-naked man. But even now, in this larger than life context, Rey wants to trust him. She _does_ trust, or she would never have let herself get into this situation to begin with.

"How-"

"Stroke me. Get me hard. When you're ready, take me into your mouth."

Her hand shakes when she reaches for him, finally closing those last few millimeters. She can barely wrap her hand around him when she touches him, and she looks at him again to see if she's doing this right.

"Good girl," he encourages, "top of the class."

Rey shakes her head in disbelief. This whole moment is so surreal.

What did they do in that movie? Yeah, the woman stroked him. Stroked him and then used her mouth. It had been a long blowjob scene, giving Rey plenty of material to work off of.

So that's what she pretends. In Rey's mind, she's a stand-in for the woman in the porno. This is her big day, first shot of the film, she can't screw it up.

Ben hums in approval, his hand coming back to her hair. Rey pumps him quickly, figuring out that she needs to grip the base with one hand to keep him steady.

"Good. Very good."

He drags her head forward.

"Open," he orders.

Exactly like in the movie, Rey flicks her tongue out experimentally over the flushed head, curious to see if he'd taste bad.

Ben clears his throat. She can't tell if it's in appreciation or he's getting impatient. Next she tightens her grip, pumping him a little more assertively than at the beginning.

"Kriff," he mutters, rewarding her with a gentle yank on her hair.

Rey opens up, taking him into her mouth. Or trying to take him, because she apparently can't fit much more than just the head in before the whole space is virtually filled up.

She pulls back with a frown, trying again by approaching from the side.

"Pump as you go. Use lots of tongue."

Ben's voice has a demanding quality to it that's as reassuring as it is erotic. It tells her that, even as uncertain and bumbling as she is right now, she's doing something right.

She dips her head lower, lapping along the length of his hard shaft with her tongue to coat him in her saliva. It makes pumping him easier, her hand gliding smoothly over his heated flesh now that there was a little lubrication to ease her grip.

"Perfect," he mutters, pulling on her hair again.

Rey straightens up as much as she can, taking the head into her mouth again and this time running her tongue along it, feeling the differences in textures and what spots he seems to like best.

At the bottom of his head is a sort of divet, a V shaped indent with a thick, raised vein. She presses hard on that with her thumb and, just like with the lucky man in her mental movie, Ben grunts and thrusts his hips forward, pushing himself deeper into he mouth until Rey gags slightly.

His hands on her hold her head in place then, keeping her still as he pulls away and presses his tip against her lips.

"More tongue," he tells her.

Rey nods, changing the rhythm of her hands. The taste of her professor's precum is oddly pleasant. This time she tries going as deep as she comfortably can, and sucks her cheeks in. Ben fucks her face like this, rolling his hips slowly until she stops fighting him and relaxes, letting him control both the pace and depth. Now that he's discovered what her limits are, he never crosses them but brings his cock right to the edge of what she can stand before pulling back.

" _Gods_ , Rey." His voice is deeper and darker than she's ever heard it. "You have no idea how much I've thought about this. Of having your pretty little mouth all wrapped around me."

He thrusts a little deep, then a little deeper, then a little deeper, his movements becoming more demanding. She's technically only taking on about half his length, but she's still impressed with herself. Not bad for a first timer, right?

Ben apparently agrees. He grunts with each thrust, moaning louder when Rey has no choice but to swallow around him as her mouth fills up with a mix of precum and saliva.

"Touch yourself," he orders roughly, his own hand gripping the rest of his length and working it in time with the jerking of his hips.

Rey lets go of one hand from his hips to slide it between her legs. She's slick, soaking through her panties, and her clit is achingly hard. She teases herself through the wet fabric, and her soft moan draws out a deep grunt from Ben when her throat vibrates around him.

A noise comes from behind them and they both freeze, Ben with one hand in her hair and Rey with his shaft buried halfway down her throat. Except it's nothing, just the wind picking up and rattling against one of the chimney vents.

Ben pulls her head back then, drawing himself out. Rey looks down at his shaft which is now flushed a deep shade of purplish red. He yanks on her hair again, drawing her attention back to him.

"When I come, Rey, I want you swallow it. Drink down every drop, do you understand?"

Rey nods shyly, opening her mouth wide and wondering if he was going to do that porno thing of jacking off and giving her a facial.

He doesn't. Rather, he traces his leaking tip around her lips, wetting them.

"Are you close?" she asks, her fingers working faster between her legs.

"Every drop, Rey," he answers. "Every last one of them."

Rey reluctantly pulls her hand away from herself to grip his shaft, deciding that, if he's really about to shoot his load, she'd like to have at least some control over how deep he goes.

She swallows him down again, suctioning her cheeks in hard and wincing as his fingers pull at her hair as he drags her head forward and back. She turns her hand like a corkscrew, feeling how that vein along the underside is bulging even more now that he's apparently near the edge.

Ben comes with a low, guttural groan. She swallows rapidly, trying to keep pace with the hot jets that fill her as he pulls back to coat her tongue. Inadvertently she makes those awful porno glurgling noises as he still spills out from the corners of her mouth despite her most ardent efforts.

She manages to be a good girl, though. Manages to drink almost all of his cum just like he'd told her too. Next time, and she very much hopes there will be a next time, Rey thinks she can do better. Practice makes perfection, right?

To her surprise, he's still mostly hard when he pulls away. A thick string of his stretches from his tip to her lips, shining in the evening air before finally snapping.

"Good?" she asks, voice completely breathless. Her throat feels strange.

Ben chuckles softly, his thumb tracing her lower lip and scooping up what had leaked out.

"Open," he orders, immediately taking back control.

Rey sucks on his thumb, bobbing her head up and down on it just like she had his shaft moments before. She can't help but feel somewhat disappointed as he tucks himself back into his slacks and offers a hand to help her back to her feet.

"Are you wet?"

He catches her hand in his own and turning it palmside up to look at her fingers.

"Yes, Professor."

"Show me."

Rey obeys him without thinking, finding it harder to be embarrassed when she's so damn horny and his request sounds like the best thing she's heard since yesterday afternoon.

"Pull your panties to the side."

Her skirt somewhat gets in the way, but she holds it with one hand and obeys him with the other.

"Ben..." she moans, shivering as he rubs her clit.

The look he gives her is so dark that Rey has to close her eyes, her legs shaking as he plays with her. One finger pushes inside, her passage gripping it tightly in surprise. She bites her lower lip, stifling her needy plea as he swaps that finger for a different one then pulls away.

"Open your eyes."

He's holding his hand in front of her, pressing his slick middle finger against her lips and making her suck the digit clean.

"One for you and one for me," he says, repeating the same move himself with the other finger.

"Ben" Rey whines, feeling throughly deprived as he steps away.

"Go down first, Rey. See if the coast is clear."

So that's it then? It's… well, it's fair, but she didn't want fair. She wanted more. More and more and more.

Ben catches her arm as she starts to walk past, buttoning up her shirt as she heads toward the ladder.

"Rey, I've reconsidered your offer. About how we could… have something together. No strings. Is that offer still on the table?"

Her mind is swimming, thoughts being pulled in a thousand different directions all at once. Still, she nods, swallowing down the edge of panic his proposition brings up.

"Yes, Professor. If you're still willing to teach me, I'm… yes."

He looks from her eyes to her lips. Rey can still taste him.

"Miss Kenobi, I don't think I need to tell you how important discretion will be."

"No." Of course not. Not when she has so much to lose.

Without another word he turns, his hand falling to the small of her back and guiding her towards the ladder.

Is this a bad idea? Of course it's a bad idea. Or maybe it's the best idea she's ever had.

Still, Rey hardly breathes until she sees her Professor safely out. Plutt is no where to be seen. Probably either gone off to the bar to drink himself into a stupor or find some new way to make her life harder.

Only when Rey gets back to her room does she see the note. It's folded and placed on her pillow, and Rose's rapid, scrawling writing greets her.

 _REY what the ACTUAL FUCK?! Call me!_

Rose. Her only friend. The only person who ever visits her here.

The only person who would ever go up on the roof and see the two of them together.

* * *

Author's note:

Nearly up to the halfway mark now! This story is zipping by so fast! Which is kinda the whole point, but wow it's really going by in the blink of an eye!

Serious question though: is there too much sex? I kinda think I know the answer ya'll will give me BUT I was trying to follow a 'tired and proven romance novel' outline where every chapter there's a sex scene. Maybe that would work for some writers, but I'm not sure why I thought that would be a good idea for me. My sex scenes always run long and detailed which I like, it's kinda my style signature, but that also leaves very little room for, y'know, actual plot? I had two subplots in mind with Leia as Ben's supportive mother and to bring out Finn and Poe's characters more but I think I'm going to have to drop both of them since this is already at the 40% mark.

Any thoughts about this for the future? I think I'm going to stick to my outline for this fic and just have it be literally 50-50 sex to story, but maybe I need to tweak the formula next time?

* * *

Comment replies:

Shestoolazytologin - Oh yeah, Ben's gonna get in a lot of trouble if he gets caught. Maybe not as much as Rey, but since he's part of a governmental program it's going to be more than just the school that frown on him being a horndog. But… But… she's really hot! Not a good enough excuse, young Solo, sorry.

And Ben didn't stand a chance Rey's whole 'no strings attached' offer. He tried to be strong. And then… well, this chapter happened.

Thank you as always for commenting and I hope you check out ch5 when it's ready :)

Valexian rose – yeah, this story has a very fast pace. I'm trying a new way of outlining and to keep it under 50k words and it's hard! These two were so meant to be together, though, they just have to work out all their sexual tension and differences first. And this whole 'we can't be together' business, yeah, it's going to be a problem for them.

Thanks so much for commenting! :D

kfulmer7 – Thanks so much for commenting on this and the first 2 chapters! I always get so excited when I see a comment who came over from no rest for the wicked and you spot on every chapter which is extra doubly amazing! Ben really didn't take much persuasion to agree to her suggestion, did he? Next chapter things heat up even more, and maybe a few monkey wrenches get thrown in to keep things interesting. I hope you check it out when it's ready and THANK YOU again! 3

guest – I'm so glad you liked this chapter! Thanks for commenting! :D

Valery – I'm glad you came back for the next chapter and that you're enjoying reading this sotry even if you have to translate it! When I was in Alaska oh yes there were checkered shirts. it's a cliché for a reason! No polar bears but a whole lot of black bears and grizzly bears and they're both terrifying and adorable at a very far distance (kind of like Kylo!) thanks again for commenting! 3


	5. Chapter 5

The moment Ben saw the intruder in his office he knew that his day had just tipped from very bad to 'give up and go back to sleep' territory.

First thing in the morning, before he'd even had a chance to caffeine-shock himself back into the land of the living, a direct voice mail from Director Phasma had awaited him on his phone.

She had told him to come to her office fifteen minutes before opening for a meeting. This was the first he'd heard of any meeting, but when he called Phasma's secretary to clarify, all he got was that this was something about his visit with Unkar Plutt yesterday.

Shit. Shit shit shit.

BUT-

Phasma couldn't know. If she had known that Rey had sucked him off like a pro on the roof of her home, Ben wouldn't have a job anymore, plain and simple.

So his day had started with shit before he'd even got to his office. And when he did, there was Rose.

She was waiting for him _in_ his office, not outside of it. Ben had wondered why his keycard hadn't made the beepity-boop when he'd swiped it, but that doesn't explain how she got in. Or why she was here at all.

"It was open," she says, crossing her legs primly.

Ben hadn't asked yet. Maybe wasn't going to, because he was already running late and the only thing more perfectly neutral than his boss would be his boss after he was tardy.

"Miss Tico, if you're here to discuss the group final project-" he lays his coat down over the back of his chair which is pulled back away from the edge of his desk- "Sign ups aren't until next week. I'm sure you and Miss Kenobi want to be on the same team, but that's up to her being actually on time, for once."

Ben doesn't need this now. Rose is looking mighty pissed about something, but dealing with the thunder and fury of one woman is more than enough before lunch.

"I saw you yesterday," she says icily.

Ben glances at the clock. Three minutes before showtime.

"Yes, and your attendance at last period was noted. Now if that's-"

"I saw you with Rey. Up on her roof. You were… together."

Ben freezes mid fussing with his cuffs. He turns very slowly to her, channeling his inner Miranda Priestly. To Rose's credit, she doesn't back down. If anything, Miss Tico seems even more infuriated by his existence.

"Are you sure you saw what you thought you saw?"

He should offer her a chance at an escape before this escalates. She doesn't take it.

"Professor, I could give you a reenactment but I'd need a cucumber and a lot of practice."

Ben winces, taking a second to compose himself before answering.

"I can see why you're Rey's friend. You both share the same sense of not knowing when to keep your mouth shut. Now, Miss Tico-" he stands up, hoping to use his substantial height to intimidate her, "if your intention is to blackmail me, I would strongly advise you reconsider. You're a good student, you don't need to-"

"You were taking advantage of her. You're disgusting."

Ben's jaw snaps closed. Accusation is written all across her face.

"Careful, Miss Tico. Be very careful. Think very hard before you go down this route."

With perfect timing, his desk phone rings. It has to be Phasma's secretary. Ben straightens immediately.

"I believe we are done here, Miss Tico. I still expect to see you in class today. This conversation has changed nothing. Now, if you would kindly show yourself out."

Rose looks like for all the world she would like to argue on, but she stands up regardless. She turns to him before she opens the door.

"Professor… don't hurt my friend."

She leaves, opening and closing the door behind her before Ben has the chance to say _I'm really trying not to._

Rey was there when he came in.

She was fully and properly dressed, her book bag was placed on the wire holder next to the door, and her eyes were red-rimmed and shiny.

"Come in, Professor. Have a seat."

Director Phasma's voice is warm. Ben swallows and sits down.

He glances at Rey. She's staring at her untouched glass of water on the desk, but he feels her gaze on him whenever he's not looking.

"Professor Solo, we are here to discuss the results of your meeting with Miss Kenobi's appointed caretaker. I believe I have made the importance of your assessment quite clear, haven't I?"

Rey nods stiffly. She's not usually this quiet. Hell, normally she's an opinionated loudmouth brat. Just what had Phasma been saying to her while he was away?

Ben wishes he could read his boss's face better. Or at all.

"So, how did it go, Professor?"

This whole scene has blind-sided Ben, but he can't let that show. Phasma could have told him that's what they were going to be talking about, but she didn't. She's testing him.

Ben sits a little straighter in his seat and rigidly forces himself not to look at Rey.

"Her caretaker expressed concerns over R- Miss Kenobi's progress. I assured him that her grades were excellent. I also reminded him of his contract with our institute and what his obligations to our students entailed. However, he said something that concerned me about how Rey owed him-"

"Did he also feel that Miss Kenobi's behavior had been very problematic?"

Director Phasma wasn't the sort of woman to interrupt him, and he can see Rey squirm and slump in her seat. 'Problematic' would be the nicest possible interpretation of Unkar Plutt's rant against her.

"He'd had concerns."

Phasma rest her elbow on the arm of her chair and waits for him to continue.

"Director, our meeting was a very short one. He'd said he had someplace to be and I reiterated our belief that Miss Kenobi has been making notable improvements in her conduct recently."

Phasma raises an eyebrow.

"Recently as within the last two days?"

Ben frowns. Rey still hasn't said a peep which realistically may be for the best.

"Yes. It may be a short time but-"

"Miss Kenobi, did you attend all your classes yesterday?"

Rey nods.

"On time?"

Rey hesitates before quietly answering with a 'yes'.

A silence falls between the three of them and Ben can practically hear the gears turning in the Director's mind, each one as precise and calculating as the complicated mechanics of a watch.

Then Phasma nods, tapping her chin thoughtfully.

"Miss Kenobi, do you believe you can make sufficient progress in the remainder of your semester with us? Or should we cut our loses with you now, so to speak?"

Rey's chin picks up then and Ben knows that look in her eyes far too well.

"Yeah," Rey agrees, speaking up finally. "I'm sure I can do it. Enough DICK is the kind of thing that can turn a girl around, absolutely."

Ben winces, watching as Phasma's face transforms in noticeable increments from a terrifying smile to one of perfect neutrality. It's a little like watching a stack of perfectly groomed dominoes fall one by one into a pattern that reads 'you're both fucked'.

"Your enthusiasm for our program has been noted. But this is your last chance, Miss Kenobi. _Last_ chance."

Rey scurries out in a flurry of short skirts and what Ben knows damn well are perfect legs but he's not looking anywhere but politely straight ahead. When he moves to leave, Phasma stops him again.

"Mr. Solo, if I could borrow you for a few more minutes?"

"Director," he says when the door shuts behind Rey.

Phasma leans back in her seat. Ben mirrors her.

"You like her, don't you?"

Ben swallows. Kriff what a question.

"She needs help, Director. I feel it's my professional obligation to try and give that to her."

If, by professional obligation, that extends to cumming down her throat, so much the better. But nothing can cool Ben's libido to that memory more than the gimlet eyed stare down he's getting from his boss right now.

"Mr. Solo, you are aware that Miss Kenobi has a criminal record?"

He raises his eyebrows.

"Yes. Not the details, of course, but many of our students here do."

Which is why they're here. It's not like there's a whole host of non-scandalous young women clamoring for a dress code and unforgiving schedule at DICK.

"You also have a record, if I'm not mistaken."

Ben feels like this is a low blow, but he's not sure what Phasma's getting at by hitting him with it.

"Yes." The serious, grave nod he learned from his mother seems appropriate here. "Years ago I had some trouble with the law. It was what lead me to the Institute. I see my profession as more than just a job, but a chance to give back and help others from making my same mistakes."

That sounds very noble, doesn't it? And while it's not untrue, Ben is strategically leaving out the part about how, if he hadn't fucked up his early life, he would have been able to get hired by someplace far better than here.

"How noble." Oh good, she agrees. "And I suppose that's why you've taken such a personal interest in Miss Rey?"

Oh how she has no idea. Or maybe she does.

"I take a personal interest in _all_ my students, Director."

Phasma gives him the stoic expression again. Ben stares right back.

"Mhmm, of course. And we are certainly pleased to have someone with your dedication on our team. Especially after Senator Organa made such a generous donation to our Institute."

Right. _That_. Ben's mother was a Senator and, rather than carry the political albatross of having a son who was not only a criminal but also unemployed, she had played an expensive hand in getting him hired here. But it brings Ben right back to something that had been troubling him since yesterday.

"Director," he leans forward and drops his voice even though there's no one there to hear him, "when I spoke to Unkar Plutt, he said Rey was paying him rent. This goes against the policies of our contract with him so shouldn't we-"

"Mr. Solo," Phasma's voice has a surprising bite to it, "finding someone to take in a trouble student like _M_ _iss_ Kenobi is almost impossible without additional… compensation."

Ben isn't sure he heard her right. In fact, he can't have.

"Do you mean that you know she-"

"I'm looking the other way in this situation, Mr. Solo. If it wasn't for Unkar Plutt providing housing for Miss Kenobi, she would unfortunately not be able to attend our program. So, the next time you speak to him, I suggest you have a more polite way of addressing him."

Ben clears his throat.

"He told you about that?"

"Told me that you called him a drunken filthy old man who probably has drilled peep holes into the girl's room? Yes, he mentioned that to me. I would rather not have to discuss this with you again, do you understand?"

Ben feels exactly the same way.

"Perfectly, Director. Will that be all?"

"Yes. On your way out please ask Hux to come in. He should be waiting outside and I have a few things to discuss with him as well."

Ben frowns but stands up, more than ready to be anywhere else right now.

When Ben comes home at the end of a long, long day, Rey is there.

Rey.

Sitting on his couch and watching porn on his laptop.

She looks up at him innocently when the door closes behind him.

"Hi."

He stops and stares. She has that flush to her cheeks again, either from embarrassment at being caught breaking and entering, or maybe it was just that good of a scene she was watching.

"Miss Kenobi."

She presses her lips together and doesn't look nearly as guilty as the situation should dictate.

"This is pretty hot, have you seen this one?"

She turns the screen so he can see Natalie, the Horny Hot to Trot coed getting spread eagled and teased. Yeah, he's seen that one a few times.

"What are you doing here?"

He sets the brown paper bag from the corner liquor store in his arms down on the table and he could almost swear he sees Rey's head pick up to the distinct glass 'clink' noise it makes.

"Snooping," she says honestly, "this girl kind of looks like me, don't you think?"

She points at a breathless coed currently begging for more vibrator action.

"I hadn't noticed."

There was a reason that file had been lovingly bookmarked, but she didn't need to know that.

"Rey-" Natalie's moans are getting louder as the vibe used on her is switched for a rather girthy dildo. Ben closes the distance and hits the space key, bringing a pout to Rey's pretty little lips.

"Rey, what are you doing here? How did you even find my address?"

She shrugs and sets the laptop down on the coffee table in front of her.

"Rose. When she was in your office earlier, she got onto your computer and looked it up. The rest was as easy as picking the lock."

Ben feels his headache start to come back. The paper bag is both so close and yet so far away.

"I'm going need a drink."

Rey turns her head to him with a snap and a smile on her face. Ben rolls his eyes but pours her a glass along with his own. She sniffs the expensive Gin and makes a face.

"And what exactly was your friend Rose planning on doing with my home address, if I dare may ask?"

Rey shrugs, her lips never leaving the perimeter of her glass.

"I think she was planning on opening up a can of whoopass on you. Or at least that's what she said."

Ben pauses mid-sip to contemplate the full range of faceting to her statement.

"Whoopass. Comes in a can."

"Yup."

"..I see..."

Rey scoots over on his couch then and pats the cushion next to her. In front of her knees is a paused still of Natalie about 5 inches down on her journey to a footlong.

Ben clears his throat and steps closer, standing tall above her. With her sitting it brings her head to right at crotch height and Ben finds that he doesn't mind this.

"Well Rey, thank you for saving me from getting my ass handed to me by your 90lb personal virtue protector."

Rey snorts at the description and clinks her glass to his own at the toast he offers alongside it.

"But?" she asks.

"But her knowing about… her having seen us is a serious problem. Have you taken care of it?"

Rey pulls back slightly and shrugs her shoulders. Takes a long and apparently painful swill of her drink in a blatant display of buying herself time.

"Sure, why not?"

Ben sighs. He pours himself another drink and Rey frowns and shakes her head at his offer to top hers up.

"Got anything else? Something that doesn't taste like Windex and cat piss had a baby together?"

This was actually a very expensive bottle of Gin. Ben had got it as a treat for himself before he googled whatever Alaska's official beverage is.

"No. I don't. Now Rey-"

"To thank you, Professor. That's why I'm here. I wanted to thank you for standing up for me again this morning. You're really going to get yourself in trouble over me and I hope you don't but… thank you."

Ben takes a deep swallow of the cold fire until he's ready to face her.

"You're welcome, Miss Kenobi. But you really can't just break in to my home. It's against the law for a reason."

Rey smiles and leans forward, pretending to adjust the strap of her shoe as she gives him a glimpse at the tight line of her cleavage peaking out from the half-button collar of her shirt.

"Miss Kenobi..." he warns, the first spark of interest shooting off in his lower half.

"Gonna call the cops on me, Professor? Get me in even more trouble since I've been so bad? Or maybe you'd like to discipline me yourself, is that it?"

Ben grips his glass tighter, swirling the ice cubes around until they clink against the edge.

Gods this _brat_ is going to be the death of him, isn't she? Or at least the death of his career, since she really shouldn't be in here at all.

"Did anyone see you come in?" he asks, setting his drink down

Rey shakes her head, leaning back against the couch and crossing and uncrossing her legs.

"You're reckless," he tells her.

"You want me."

"You have an appetite for self destruction."

"Maybe I just have an appetite for you, Professor."

Rey, the tight little vixen brat that she is, spreads her arms out along the backrest of his couch. Her knees are drawn apart and there are certain and no doubt intentional parallels to her current posture and that of the ambitious coed in the still next to her.

"Wider," Ben tells her, shoving her legs further apart himself and flipping her skirt up so he can see her panties. "Gods Rey, do you wear any other color?"

She exhales sharply. Ben hadn't even realizes she'd been holding her breath.

"But teacher, I thought you liked my pink?"

Ben was never a man of great patience, but that one does it. She in for it now.

"Seems like a lesson is greatly overdo, Miss Kenobi. Now stand up and turn around."

Her eyes widen, but she obeys quickly, standing up and facing away as he lifts up the edge of the coffee table and draws it across the carpet a few inches to make more room. Then, just for good measure and to set the scene, he takes the porno off of pause and Natalie's little gasps and 'oh oh oh it's too big' fills the air.

Rey looks over at him with wide eyes.

"Professor?"

What to do what to do? How should he discipline his naughty, bad to the bone little wayward student this time?

There are so many different options, and he feels rather inclined to take his time silently deciding. Rey squirms as she waits, the suspense and Natalie's Noisy Insertion no doubt making her very uncomfortable.

Ben sits down at the far side of the couch next to a thrashing coed.

"Take off your clothes, Rey. And call me Ben. Take them off slowly, one by one, and the turn and do a spin for me."

He'd seen her like a puzzle: a nipple here, a pussy there, but he hadn't been treated to the whole spectacle all at once yet.

Rey doesn't realize it, but there's a mirror to the side of her. It's hanging on the wall and Ben uses it to for a last-minute appearance check every day before he's out the door. Today, however, it happens to be set at exactly the right angle for him to see her face. Her pretty, prefect, blushing face.

Her shirt is first, and Ben relaxes back against the couch cushions as the buttons come open one by one. Bra that matches those damnable panties of her, shining belly button ring, smooth, sculpted stomach.

By the time the white fabric falls crisply to the floor, Ben's pants have a lot less room in them.

"Now the skirt, Rey. You may keep the socks and shoes on."

Knee socks and black strappy flats. Either DICK is intentionally making their uniforms into clickbait, or it's just his brat's animal magnetism that makes everything filthier.

Her fingers fumble for a moment until her perfect little ass winks back at him.

"What now, Ben?"

He loves the shy tones in her voice. He kriffing loves them.

"Your bra, Rey."

His throat is getting rather dry as she slides the flimsy thing off, giving him a brief reflection of her hard and dusky pink nipples before she covers herself with her arms.

Ben finishes his second drink, savoring the burn it brings with it.

"All your clothes, Rey."

Her freckles grow darker, and there's a visible tremble to her shoulders as she snags the band of her panties with one hand while the other still covers her chest.

"Off," he orders. "Then pick them up and give them to me. No, no, straight back. Pretend that you just dropped your notebook again."

Rey squeaks in embarrassment, suddenly not so keen to do her trademark bend and snap like she had been before.

Her pink pussy greets him in a flash when she complies, then she turns, still covering her chest one-handed, and tosses the minuscule piece of fabric at him.

"Am I going to get those back?" she asks as he places the garment next to a now loudly climaxing horny coed.

"Perhaps. If you're good. So probably not. Now spin in a slow circle, hands by your hips."

That mirror is perfect. He can see her front from the back and then her back when she's facing front.

"What now?" she timidly asks again.

"We're going to go into my bedroom now, Miss Kenobi. Are you ready for that?"

She visibly pales and Ben feels a pinch of annoyance. She still doesn't trust him, does she? When has he ever done wrong by her?

Still, Rey nods, her eyes drifting down to the floor and staying there.

Ben takes that as a yes and stands up, escorting her towards the bedroom door with his fingers on the small of her back in a gesture that is now becoming increasingly familiar to him.

Ben sits astride Rey, the bed dipping down under his weight and making her slide closer to him. She looks up at him with glassy eyes and parted lips.

Beautiful.

"You're trembling."

Rey swallows, her breath coming out in short, choppy pants. But she doesn't answer.

"Why are you always so nervous around me, Miss Kenobi?"

He reaches out and skims his fingers over her collarbone. Her nipples firm up from even the proximal touch.

"You make me nervous," she answers, her voice so soft in the quiet room.

Ben smiles, affection starting to rise inside him along with his desire to have her.

"Do I?" he asks. "Why?"

His fingers trace the upper curve of her breasts slowly, feeling how her skin heats up under his touch.

"I- I don't know."

A light touch over her nipples, a ghost of a caress.

"I think you do know, Rey. You just don't want to tell me because you want to be difficult. You want to be disciplined for being so difficult."

His hand dips lower, circling her bellybutton. Rey tries to grab his wrist but he brushes her away.

"Arms out, Miss Kenobi."

Ben waits for her to comply before bending down and taking her right nipple into his mouth. She immediately moans, arching her back up. But her arms stay down. Good girl.

He suckles on her gently, not wanting to get distracted from his destination but there's nothing wrong with a little good old fashioned foreplay before he heads down south.

When he pulls away she whines, a spoiled little brat noise, and Ben is suddenly just so fond of her.

"Open your legs, Rey. Far apart."

He stands up to make room for her to spread her thighs apart. She's open to him completely now, arms out, legs apart, and her trembles are increasing the more he draws the moment out to it's full anticipation.

"Are you wet?" he asks, rather expecting that she is by now, given how damned responsive she's being tonight.

"Y-Yes, professor."

He likes hearing his title in this context so he doesn't correct her on his first name again. Instead, he brings two of his fingers to his lips and ostentatiously licks them. Then he moves to the foot of the bed and climbs on, picking up each of her legs with his dry hand and bending them at the knee.

"I'm going to see if you're honest now, Miss Kenobi. Are you ready for that?"

She nods quickly. The room is more dark than light and Ben wishes he could see her freckles, but she's so damn on the edge that he's hoping the dimness will make her relax a little.

And, if it doesn't? Well, that's what his tongue is for.

He starts with tracing her puffy labia, circling her apex until Rey starts to squirm and wriggles her legs wider part on her own initiative.

"Do you ever touch yourself, Rey?"

For a few seconds all he can hear is her rapid panting.

"Yes," she squeaks.

"Do it now," he orders. "Find your little button and play with it."

Ben's cock immediately respond when she does exactly that. Her hand snakes down her body shakily, but it settles at the top of her slit and begins to rub with a practiced certainty. She's going rather fast, Ben notes, and he helps her out by laying the palm of his other hand on her pubic mound and pushing up, drawing her clit out from under its hood.

"Oh kriff!" she moans, her hand working in rapid circles.

Ben licks his lips, skimming her slit with his fingers until they're shining with a mix of his saliva and her own juices.

He never breaks eye contact as he brings her hand to his lips, tasting her honey again. Her hand on herself slows as she watches him, and she gasps when he pulls his fingers out of his mouth.

"Delicious."

She tries to speak twice before succeeding.

"Please, Professor. Please..."

"Please what?"

He brings his hand back between her legs, nudging her unmoving hand with his knuckles to remind her of her instruction. She resumes her rhythm and Ben notes that it's already rather unsteady.

"Ah! Ah ah ah!"

One finger goes in, and her velvet heat grips him so hard he has to apply a small amount of pressure to sink it down to the knuckle.

"You're soaking wet, Rey. You're going to ruin my sheets."

Next he crooks it, aiming straight for her G spot and knowing he hits it when her eyes briefly roll back in her head.

"It was the porno!" she cries out. "It was so hot! It got me so wet!"

"Were you touching yourself to it before I came back?"

He pulls out for a second to coat his fingers with her cream, and this time slides in both his middle and index. Rey grips him firmer than a vice, her whole body locking up.

"Rey..." he prompts, waiting for her to finally relax and stop stressing about all this.

"Yes!" she cries out, her hips bucking up off the mattress. "Yes, I was touching myself! I was- was-"

Both fingers attack her G spot and slickness starts to leak out of her copiously. She's already very close to the edge, but Ben isn't quite ready for her to fall past yet.

"You were?" he asks.

"I wished I was her! Oh I wished you were doing that to me too!"

Ben smiles.

"Good answer, Rey. A very good answer. And, because you answered so nice, I'm going to let you cum on my tongue. Would you like that?"

Rather than waiting for her to give permission, Ben takes the lead. He tosses her hand to the side and suckles on her clit, crooking his fingers within her clamping passage until she screams.

Rey's orgasm is a rather violent thing, with her thrashing about from side to side and her feet kicking and pounding at his shoulders. When she comes, she gushes, and Ben suckles on her button until her cries take on an edge of discomfort. Then he eases his fingers from her and laps at her entrance, coating his tongue in her unique and sweet flavor.

When she's done she collapses, and Ben takes this brief interlude to stand up and undress down to his boxers briefs.

"Your turn now?" she asks.

She's a breathless mess but she's still thinking about sucking him off. A more perfect specimen there has never been than this girl.

And yet Ben knows this may be their only opportunity to be alone together again. While that thought oddly fills him with a sense of loss, he plans to take as full advantage of it as he can.

He leans over her, reaching across both her body and the mattress to open the nightstand on the far side. When he pulls out a condom, he holds up the shiny package for her to see.

"How do you feel about this, Miss Kenobi?"

It's a big step for them, but at the rate they've been going, Ben soon won't be responsible for his own actions.

She stares at it, her eyes widening to nearly comical levels.

"Prof- Ben…"

Still so scared. She must not have come hard enough. Ben can fix that, though, even if she's not down to fuck and he just has to eat her out again. And again and again and again.

"You've been very naughty, Rey. Breaking into my house and watching my private videos. How far do you think I should punish you?"

He watches as her shining eyes flick from his hand to his tented underwear. She takes her time answering but that's fine, he's going to give her all the time she needs.

"As far as you think we should take it, Ben."

Another flawless answer from a flawless student.

Ben tosses the condom to her, dropping it on her chest between her breasts. He pulls off his briefs and sets them at the foot of the bed, stroking his aching length quickly to full hardness.

When he looks back, Rey is still staring at him, the midnight blue foil laying unattended to on her chest.

"You were supposed to unwrap that, Miss Kenobi."

She nods, but she doesn't seem to fully register his words. All her attention is focused on his shaft, watching him with rapt fascination as he tears open the packet and carefully snaps the glovelike material to his length.

"Now we're going to be very nice and slow with your disciplining, Miss Kenobi. At least at first. Perhaps we may have time for more than one session together, or do you have to leave soon?"

Ben hardly wants to fuck then quit, but Rey is already toeing the line of her obligations so hard he doesn't want to get her into even more trouble.

"No, I don't." Her voice is oddly tinny. "Today's my day off from work."

Ben frowns at the mention of her work, but he's not going to let anything ruin the moment. He will have her now, and again later on provided he can get hard and stay hard.

"Rey?" he asks as he positions himself between her shaking legs, "is it alright if I kiss you?"

They haven't actually kissed yet. It had felt to _intimate_ for the kinks they'd indulged in before, but it seems right for this moment now.

She answers for him by bringing her lips up to meet his own.

Her kiss is shy. His isn't.

Ben swiftly takes charge, plunging his tongue in and out of her mouth in a clear demonstration of what else is about to happen. When Rey starts responding back, he reaches between them and scoops up some of her fresh slickness and uses it to coat the outside of the condom.

Then he pushes in and she gasps, wrenching her head away.

He _tries_ to push in, specifically, but she's so tight, so resistant around him.

"Rey?" he whispers the words against her cheek, "relax. You don't need to be so tense like this. I've got you. Nothing is going to happen to you."

She nods, but her brows are pulling tightly together and her whole body is stiff. Ben sighs, tipping her chin up to kiss her again as he realigns himself and pushes in her with force.

"AH!"

Her cry is sharp and loud, ringing in his ears and startling him into pausing when he's barely a few inches in.

Realization hits him all at once and _hard_.

"You're a virgin."

It's not a question because he already knows the answer. it's written all over her shocked, pained face and the telltale warmth seeping from her that he can feel even through the paper-thin barrier.

"Rey," he stays stalk still, unsure whether to pull out or not. "You're a _virgin!_ "

She looks at him and there's tears in her eyes.

"I- I _was!_ Until a few seconds ago."

Rey grits her teeth as Ben half falls on top of her in shock, the motion of it bringing him deeper inside her resisting body before he catches himself.

She… she was a virgin.

Rey. Bratty, long legs, tiny skirts, pink panties Rey was a _virgin_. And he's just taken that from her.

"I… I didn't know. I'm..."

He starts to pull out and, to his surprise, her arms grab him by his shoulders and hold him in place.

"No!" she gasps, and he can both see and feel her forcing herself to relax. "Please don't… don't leave me now. Let's finish this. Finish what we started."

How is this possible? Any of this? She shouldn't have been a virgin, and she _definitely_ shouldn't still want to fuck him.

"Rey-"

She cries out again as she bucks up, forcibly impaling herself until Ben steadies her hips with one hand.

"Okay, okay. Calm down. Relax."

Rey nods and he kisses her. Distracts her with his lips on her own then on her cheeks as he wipes away her tears. If she wants to do this, he's going to do this right. As right as he can given that he's already fucked it up bigtime and hurt her without knowing.

Her pussy had been clamping all around him, but as time goes on and he just keeps kissing and kissing and kissing her, she starts to loosen. She's still tighter and hotter than anything he's ever felt before, but she's getting better.

"Good girl, Rey. You're doing so well and you feel so good. So damn beautiful all the damn time."

It's not the most sensical thing to say, but she finally smiles softly. A pained, difficult smile, but he'll take it. Ben drops his hand from her hip, confidant she's given in and is going to let him take charge.

He reaches out, straining his grip to that bedside table while trying to keep his still movements within her unaffected, and pulls back the bottle of lube he keeps handy there. Ben pulls out of her carefully, trying not to notice the tinting of pink that now graces the outside of the condom.

Rey watches him quietly as he coats himself before she finds her voice.

"Is that going to help?" she asks.

He nods, squirting a good measure onto his fingertips and gently tracing her entrance as well. She's tightened up already, and she hisses when his fingers push into her to coat her passage.

She's slick even without the lube, and her G spot is hard and raised. Both of these are very good signs that he can get her to come on his cock. The thought of it, the idea of feeling her spasm on him, is almost enough to make him take the condom off, but he resists. This almost isn't even about his own pleasure now, so long as he can make Rey feel good after taking her innocence away so thoughtlessly.

"Kiss me," she whispers when he grips himself again.

This second penetration is much easier. She's still vice-tight, but the silicone in the lube has heated up to both their body heat. He slides in smoothly, and he forces himself to take his time.

Rey breaks away from his lips when he's about halfway down to pant and moan. She cries out in these perfect little 'oh god' noises and Ben plays with his nipples until she starts to flex around him.

"How much more?" she asks, her voice high pitched but now without the sharp edge of agony like it had first carried.

Ben glances down between them and lies.

"I'm almost all the way in. Play with yourself again, Rey. Touch yourself."

In just the span of a few minutes those words have taken on a completely different context then before. Now Rey gasps softly as she rubs her clit, her body welcoming him with waves of grips as he pushes deeper and deeper. The last bit, those last two inches, are the hardest and he swallows her mewling cry with his lips as he thrusts his hips forward and bottoms out within her.

"Good?" he asks, having to ball his hands into fists to fight off the primal urge to begin to thrust.

She nods with her eyes tightly closed.

Ben pulls out then, really taking him time to slowly slide his shaft out until just the head is inside her. He darts his thumb under her hand, spending a few moments to rub her clit in circles himself, before he pushes back in, a little faster this time.

"Oh gods!" Rey whimpers, her perfect face screwing up again in a look that he now knows isn't fully with pain.

"Bring your knees up. Show me what depth is the most comfortable for you."

Surprisingly she draws her knees up by his shoulders, giving him full access to control both their pace and depth.

"You're so huge!" she whines, and Ben breaks out into the widest of grins.

Oh she's a wet little thing. He can hear the slick noises their bodies are making even over her constant vocalizations as he starts a gentle but steady rhythm. Her hand keeps stopping on herself until Ben eventually picks it up and drapes it around his neck.

Rey pulls her down to him, grunting as he settles with an especially deep thrust. Their kiss is sloppier this time, and Rey starts to meet his hips thrust for thrust. Pain is still etched onto her face, but now there's a thin sheen of sweat coating her brow and her rock hard nipples scrape against his chest with their every movement.

"You're enjoying this, aren't you you little brat?"

Rey gasps out an answer, but her body does most of the talking. She bucks her hips up with every downstroke, taking him deeper as her legs shift and her ankles lock themselves behind his back. Ben lifts her hips up with his hands, perfecting the angle of his thrusts until he hits her G spot hard every time.

"Gods!" she cries out, her body starting to tighten on him already.

The whole bed begins to shake as Ben picks up the pace, driving himself into her now freely. Rey drops one of her hands back between her legs and Ben kisses the tip of her nose because that's all he can reach as she throws her head back.

Their tempo increases along with the tightness of her body as she nears her crest. Ben grunts, fighting back the need to climax. He can wait, she gets to go first. And it won't be long, not with the constant moans coming from her lips or the flexing of her inner walls against his thrusting shaft.

"Call my name when you come," he demands, picking her hips up higher so he can sink to the hilt with every thrust.

She nods, jerking her hand frantically as she rubs herself.

Ben kisses her temple. She screams his name.

Rey's second climax is every bit as powerful as her first, if not more so. He can feel every ripple from within her as she clamps down hard, her hands clawing at his back as she rides the waves of her pleasure. Ben barely controls his own, but he succeeds, willing his aching cock to hold on just a little bit longer.

She comes to a whimpering finish, pun very much intended, and Ben kisses her as he pulls out. He draws the condom off his length with great difficulty since he's still so, so hard and now coated with both silicone and her slickness.

"What are you doing?" she asks breathlessly, watching him as he rolls the condom off with a flourish off his hands.

"Jacking off," he answers.

It's crude but too the point. If Rey minds, she doesn't say a peep as he roughly pounds himself, staring down at her spent body for inspiration. It doesn't take long, not with as worked up as he is, until Ben starts painting her in ropes. He shoots his cum all over her breasts, splashes of it hitting her face and she opens her mouth, catching what she can on her tongue.

"Kriff!" he cries out, his balls tightening almost to the point of pain as they drain themselves over the canvas of his student's skin.

Then he collapses alongside next to her, his hand falling across her body in a half hug.

"Rey," he whispers.

She looks at him. Blink. Then smiles.

When they kiss, Ben finds that he doesn't mind the taste of himself on her lips. Not even one little bit.

A very big part of Ben would have been okay with Rey staying the night. She didn't.

He understood. She needed to get back to her house. Not coming home could be very bad for her, and spending the night in his bed would have been… strings. It would have brought strings with it.

But who the hell is he kidding? No strings attached became strings attached the moment he took her innocence.

Ben is still in a state of shock over that. After she leaves, after he shows her out with a goodbye kiss to her freshly showered temple, Ben peels off the sheets to his bed and there it is: the telltale stain. Some particularly crude, primitive part of him had wanted to keep them like that and not wash them. That part he easily resists, but it still brings an inescapable truth.

There are just so many questions. So many _strings_.

Why did she let it go this far?

Why didn't she stop him or, at the very least, _tell_ him?

What's going to happen now?

All of those are important. All of those will need an answer.

First and foremost, though, is the most important question: dear gods, what in all the hells has he just done?

There's no coming back from this. If Ben was someone else, there would be. Instead, he is who he is and maybe Director Phasma's was right after all: come better or worse, they're both just fucked now, aren't they?

Pre:

I KNOW I KNOW! I'm 2k over my 5k word limit BUT... BUT…

This is a one time exception. I get to go over budget just this once, and I think you'll see why when you get to the end of the chapter.

post:

So… was it a 2k overflow well spent? And yes, I hope that sounded kinda nasty, lol

As I mentioned elsewhere, on the 25th I'm going camping for 2 weeks and I'm trying to wrap up my other big story No Rest for the Wicked, so I think I'll be able to do one or two more updates with this fic until I go on a brief hiatus. Rest assured that regular updates will resume in early June and I hope to see you my lovely readers there when I come back! 333

comment replies:

kfulmer7 – Your comments always make me so happy! I love your stream of consciousness way of writing because it makes me feel like I'm hearing your thoughts as you read them, if that makes any sense? And you got your wish: they both got satisfaction this chapter! Oh these two crazy kids and their BAD IDEA fun! What could go wrong? Everything? Well gosh darn it then!

And, as always, thanks for commenting and I hope you'll check out the next chapter when it's ready! 333

pobrediabla – Nope, not a PWP but it's pretty heavy on the first P and not so much on the 2nd! I'm sticking to my outline (if not my wordcount!) and let's just see how this fic goes! Thanks so much for commenting too! :D

shestoolazytologin – Okay okay, I got a 100% response from here and AO3 that no, in fact, there's no such thing as too much sex! Noted! :D

I'm going to try to bring out Rose's character more, though we're already halfway through! This has been going by crazy fast! If you asked me a year and a half ago how long it would take me to write going on 26k words I would have said months probably, lol

Anyhow, THANK YOU as always for commenting and I hope you'll check out ch6 when it's ready!

QwertyStrange – You'll probably like ch5 then, and don't worry, the sexy times keep coming but so does the drama! These two kids just can't keep their hands off each other, no matter how bad of an idea that is! :D

Empress-of_Verace – More sex? Gotcha back this chapter! I hope you like it! 3


	6. Chapter 6

"God Rey, I can't believe you had sex with him! What in the hells is wrong with you?"

Rey grimaces and makes a shushing gesture at Rose, wary that anyone passing by might be able to hear their not so quiet conversation.

"I didn't plan it, okay? It just sort of happened."

Rose yanks on her elbow, dragging them both to a stop. They were heading from their last class of the day to the parking lot and, by now, most of the rest of the students had ambled or sauntered off to whatever mischief they thought they could get away with. For Rey and Rose, though, they were both about to take the evening shift as cashiers at Niima Market.

"We're going to be late," Rey reminds her, trying to nudge her friend forward into dropping the conversation.

Rose remains firmly un-nudgable, quite literally dragging her heels into the grass and crossing her arms.

"Rey, he's taking advantage of you. We both know it, but you're just- just-"

"Come on, Rose," Rey sighs, "just say it. Say whatever's on your mind and get it off your chest so we can get on with our evening of fun scanning shit."

Being late at class was potentially disastrous. Being late at Nimma Market just meant more work and more attitude.

"Dicknotized."

Rey sighs and shoots her friend a side-eye.

"What are you, fourteen?"

"Rey, you gave up your virginity to our Astronomy professor and you're acting like it's no big deal. Why am I the only one who sees this is a problem?"

By now Rose's beat up Honda Civic is in sight. Rey clicks the unlock on the keyfob waiting for the beep beep, then remembers that the remote on it stopped working during the spring semester… of two years ago.

"He's a good man, Rose. I think. Or at least he's always been to me even if there's got to be some skeletons in his closet."

"How do you even know that?"

Rey shrugs, unlocking the passenger side door manually and opening it for Rose like a footman for his lady.

"I hacked into his Facebook account. It was set to private and under a fake name, against the rules naughty boy, but it was super easy. Did you know his mother is a Senator?"

Rose pauses mid-fastening her seat belt. Rey adjusts the rearview mirror to her taller height and reaches for their shared emergency tube of lipgloss.

"A Senator? You're shitting me. Who is she?"

"Senator Organa, she's- mhmmm, raspberry- she's apparently coming up for her second term and he's a total mama's boy with a ton of pictures of her. It's kind of adorable. Check out my phone if you want to see, the page is still loaded there."

Rose starts to flip through the set of private pictures. Ben and the good Senator at some sort of party. On a boat. Somewhere outside.

"Organa. Never heard of her," she says, scrolling way back into the history.

"Me neither. That's why we're astronomy majors and not political science. There aren't any dick pictures in there, so don't bother because I already looked."

Rose shoots her a dirty look that makes Rey smiles despite the early-to-season sleet starting to pip against the windshield.

Niima Market was only a short ten minutes from campus and a mile walk from Rey's house. That was pretty much the only things she liked about it, but a job is a job. Just as they're about to pull into the rear employee parking lot, Rose's phone rings. Rey gives her friend an amused look as she sees the deep blush spreading while they wait for a break in the storm.

"Finn I assume?"

Finn was one of the two boys they had been caught drinking with in the girl's locker room. He and Rose had an adorably awkward thing. They were far subtler about it than whatever the kriff it was Rey had going on with Ben.

"Oh, you know… he's just checking in."

"Really? That's why you've got that 'come get me big Boy' grin on your face?"

Rose ignores her attempts to rile her up, her fingers clack against her phone's virtual keyboard because she has the sound effects turned on and that's not annoying at all when paired with the sounds of hail strumming against roofing.

"Pot meet kettle," she murmurs, pressing 'send'.

Less than a breath later her phone beeps again. The man is loyal, Rey will give him that.

"We're going to be late, Rose."

Rey unsnaps her seatbelt and braces herself for the fifty yard dash to the building.

"He, uh… I want to talk to him. Buy me some time? Make something up?"

Rey flips her collar up high, wishing she had the foresight to wear a hoodie. Then she throws open and closed her door as fast as she can, giving Rose a little space and privacy.

The back stockroom of Niima's is oppressively hot, especially compared to the outside. It's a known phenomenon and one of the reasons that inventory duty was the most dreaded of tasks at the supermarket after 'lot attendant'.

When Rey gets to the employee cloakroom, which is a very fancy way of saying 'hallway with some hooks and lockers in it', she grimaces when she sees the note taped to her shelf. It's a rent notice from Plutt and not a very nicely phrased one at that. Rey had put it up there herself as a reminder to persevere through the rush hour shift and live to fight another day.

Next she checks her phone one last time before having to put it up. One message. She must not have heard the beep when she was running in from the storm.

Rey's heart does a little flip when she sees that it's from an unlisted number. Not just _any_ unlisted number, but the one she had 'somehow' stumbled across tied to Professor Ben's account when she'd been snooping through his Facebook.

 _What is your academic schedule for tonight?_

Rey isn't 100% certain but she's like ninety-nine percent certain that her Professor-Turned-Devirginator has just asked her for a booty call.

What should she say? What _can_ she say? She should tell him no. Don't call her again. It's better for them both if they just call the whole thing off now. Instead she sighs and thunks the edge of her phone against her forehead as she debates how to answer.

"Bad news?"

Rose looks soggy and there are flecks of hail melting in her hair.

"Um… Just… Plutt. Rent. I'm going to be short this month and he's such an asshole. You know how it goes. So what about Finn? How's tall dark and handsome doing?"

Rose drops her chin and shrugs. Apparently that's her 'I'm in luuurve' face.

"He wanted to 'go see a move'. The air quotes were his. He actually said 'end air quote' over the phone."

Rey takes a quick peek out the double doors leading into the main market. Shoppers are starting to pile up and the lone afternoon cashier is looking around frantically for salvation.

"What movie did he want to see?" she asks.

Rose shrugs, her smile growing sheepish.

"I don't think it matters."

"Atta girl."

"Shutup. Um… but could you..."

Her voice trails off. Rey has to fight the urge to sag her shoulders in defeat.

"You want me to take your shift also?"

Rose nods, her lips pursing tightly into a apologetic pillbug shape.

Rey sighs. It's only fair, too. Rose is reluctantly tolerating what she and Ben are getting up too. And now she wants to go cross the bases herself with Finn in some dark and lonely movie theater? Who is Rey to stand in the way of true hormones?

"Go. I'll be fine."

Rose's chin perks up, her eyes wide.

"Are you sure? You'll have to pull a double shift and work like crazy. That's going to really suck."

Yes. Indeed it will.

"I need the money anyhow. But you're going to owe me, got it?"

Rose nods, her coat already practically re-buttoning itself as she starts heading back toward the rear door.

"Got it. Good luck!"

And then she's off, darting back into the mucky grey outdoors as Rey feels the beginnings of a labor-induced headache start to form already. Reluctantly she pulls out her phone and types the 'unlisted number' a quick reply.

 _Gotta work late, sry_

Then Rey resigns herself for what will no doubt be a very crappy few hours with no dick grand prize at the end.

* * *

Work had been a drag. Without Rose to keep her spirits up, Rey had been snappish and irritable with the sheeple customers. Couldn't they all just do their part in this? Bring the food, let Rey scan it and bag it. Don't complicate the formula and, for the love of criminey, don't try and talk to her.

As the evening wore on, Rey started to feel more and more disappointed. She's not angry or resentful for Rose ditching her, fair is fair and she likes Finn well enough, but… this evening could have gone so much better. Maybe she could have even sneaked over to Professor Ben's apartment again.

And they shouldn't do that again. Not only does Rey still feel a little sore and achey between her legs, but it was a stupid risk point blank. As good as the D was, it wasn't worth fucking up not only her life but his.

That was another thing that had started to pole at the sensitive edges of Rey's mind as she walked home in the sleet and cold night of eleven PM: someone catches onto her and Ben and it's not going to be just her that takes the fall. Sure, Ben had been meeting her with enthusiasm every step of the way of their… affair? Such a formal word. Every step of their 'thing together', but he had so much more to lose than she did. She was just a fuckup with a criminal history and a dim at best future. He had a successful career and apparently came from a good family.

And, besides all that baggage, Ben has made it clear that he wants Rey to actually pass this stupid government-regulated program and not just get kicked to the curb or back behind bars.

It's such a luxury to have people that care enough about you to want you not to fail. For that reason alone Rey knows that they really should end this sooner rather than later. It will be the best thing for them both, Rey knows this. But knowing and wanting are two very different things. Now she has to figure out whether her heart or her head will win this battle.

* * *

Rey returns home that night utterly exhausted and with a lovely eviction notice taped to her bedroom door.

It wasn't a legally binding eviction notice by any means. More of a hastily scrawled note charmingly saying '2 days or your ass on the curb'. Back in the early days when Rey had first been assigned to be micromanaged by Plutt, he had on the rare occasion given her slack if she was going to be a day or two late with her rent. Those were the halcyon days gone by, now Rey needs to come up with some cash and fast or trigger the inevitable chain reaction that is the shitstorm of her life.

Rey snatches the nasty note down, crumpling it in her hands and hurling it in the far direction of Plutt's door. Thanks to the unfair laws of physics it doesn't even make it a quarter of the way there, but Rey is confident that she's made her opinion known.

Then she stomps inside her room and goes about her regular routine of locking and locking the door again before getting cleaned up.

It's after midnight by the time she falls down in bed. Her sheets are soft, her soul is tired, and all she could think about during her shower was Ben's hands on her body. Every stroke of her loofa felt like the swipe of his skilled, experienced hands. He was very throughout, her fantasy bath partner professor. By the time she came out, the hot water had run cold and her skin and pruned and she somehow felt both very clean and very dirty.

Perfect time to call him, right?

Rey picks up her phone, the glow of it lighting up her otherwise dark room. One text from Rose, telling her she got home safe and ' _the movie was great;)_ '.

Rey smiles. Well at least one person hadn't fallen into the pit of sexual despair tonight.

Then her fingers hover over the unlisted number. She taps on it twice, bringing up the options for it. Is Big Ben too obvious of a nickname for the number? Probably. She probably shouldn't have anything with his name on her phone, just in case.

But they totally got freaky in a sauna and now in her shower which, even if he wasn't really there, Rey is still going to totally count on her scorebook.

'Spa Services'.

Yeah, that'll do. And he'd even given her a facial, too.

Then she can hesitate no longer. Rey starts to type out a text. She needs something sexy but not too much. Hit all the right notes.

 _Hey, you up?_

Well, fine. It's a cliché for a reason. And if he's asleep then she can play the whole thing off as a joke later on. But, just to make it extra naughty, she shimmies out of her plaid pajama bottoms and spreads her legs. Clicks a photo of her pink panties and adds a slimming and radiance filter since, if you're going to send a twat shot, make sure it shows your best side. Then she quickly presses 'send' before she can double think herself.

No answer at first.

She keeps holding her breath, her eyebrows pulling tightly together as both her oxygen deprivation and anticipation grows. Rose didn't have to wait this long for Finn, not that it's a race or anything.

Her Facetime app pops up. Oh kriff, Rey had thought that they would just do some dirty text messages and maybe she'd get her dick pic. She hadn't been ready to actually _talk_ to him, especially not through video.

Too late to back out now. Rey double taps the green icon and takes a shaky breath.

When Ben picks up, he's glowing blue and there's a woman moaning. It takes Rey a highly shocked second before she realizes that he's in bed and the glow and sounds are coming from the porn playing on his laptop next to him. Guess she wasn't the only one 'up' late tonight, huh?

"Hey," she says dumbly, too transfixed by her Professor's unkept bed head to come up with anything more elegant.

"You shouldn't send me pictures like that, Rey. It could be dangerous."

Her lower lip starts to pout out before she can correct it.

"Sorry."

He smiles. He looks so damned young like this, like they could be in class together instead of this whole sordid teacher-student age dynamic they've got going on.

"Don't be."

His voice is a low purr and he pans his phone down, revealing a broad swash of his chest then abs then the very prominent tent in the front of his boxers.

"Gods," she whispers before she can catch herself.

Seeing him like that, visibly aroused, can't help but trigger a physical reaction in Rey. She settles back down against her pillows, twirling the dial on her bedside lamp to it's very dimmest setting. Then her hand goes back between her legs, dipping under the scalloped edge of her panties, as Professor Ben starts to work himself free of his boxers.

The sight of his cock, proud and hard and holy-shit how did she ever fit that thing inside of her, immediately makes Rey dizzy as blood races to collect quite low in her body under her hand.

"Was that for me or the girl on your video?" she manages to ask.

She's already slick against her fingers. Gods, he's so kriffing handsome it hurts…

"Maybe both."

Then the image on the phone shifts, jumping jarringly to show the video on his laptop. A slim brunette girl is sucking some serious dick. Rey blinks, her mind switching from horniness to a curiosity about her technique.

"She looks like me," she murmurs, her hand starting to work faster and harder.

"Is this what you wanted to see when you called me, Miss Kenobi?"

Gods, hearing her last name said like that… is he trying to give her a weird fetish? Like now she's gonna get wet every time he calls her for attendance in class and that's his whole plan all along isn't it?

"Yes, Ben," she moans, her body already twitching with a day's worth of pent up desire.

"Good. Now we're going to play a game. Would you like to play a game with me?"

Rey nods, a low whine squeaking out from her lips.

"Rey… I didn't hear an answer."

Oh. Right. Possibly because her phone was shaking in her left hand as her right gets to work.

"Yes, Professor. I… let's play.

From this current angle she gets a swath of his chest but can only see his arm bouncing up and down on himself. Somehow that makes it even hotter.

"Now Miss Kenobi, you are going to do exactly what I say to the letter." She could get off from the sound of his voice alone. She was sure of it. "Exactly and, if you disobey me, you will be severely punished tomorrow after class."

Rey moans out an agreement, slapping her hand over her mouth to muffle how noisy she's getting. Plutt is either still at his favorite dive bar or, far more likely, has passed out drunk in his room already. But, either way, Rey doesn't want to risk him having even an inkling that she's furiously tiddling herself right now.

"Miss Kenobi, raise your phone up so I can see your face."

She blushes. Despite the cool darkness of her room at night, Rey still hopes he can't see how flushed she's becoming.

The image of herself in the little viewfinder reveals her worst fears: she looks like a sweaty, needy wreck.

"What now?" she asks.

"Now remove your hand, Miss Kenobi. I do believe you need to calm down a little, so you may touch your breasts if you'd like but nothing below your belly button."

Rey slows to a stop. Next to him the moans from his porno increase, or that may just be augmented by the pounded of blood in her ears as she forcibly drags her hand free of herself.

"Please Professor..." she whines, giving him her best pleading eyes.

"Have you stopped?"

"Yes."

"Show me your hand. Bring it up to your lips and trace them while looking at me."

Oh gods this is getting so fucking kinky. Rey both loves it and hates it, and she knows damned well her fingers are glittering slick as she obeys his command. Even in the dim light and tiny screen Rey can see how Ben's eyes dilate.

"Open your mouth and lick them clean. Tell me how you taste."

His arms starts to bob up and down again, his angle on his own phone shifting lower to his chest with only his smirking mouth still on camera.

Rey's clit aches with inattention and she squeezes her thighs together, fighting back the need rapidly building down there. When she tastes herself, all she can think about is _him_. How it had been so strange and perfect when she'd given him her first blowjob ever. How proud she had secretly been that she'd manged to swallow most of him down when he'd fucked her face.

"Good girl."

She pulls her hand away with a wet pop, letting it flop next to her head on the pillow to keep it from wandering back between her legs.

"So how do you taste, Miss Kenobi?"

"Exactly like you remember," she tries to tease. "Can I touch myself now?"

He makes an amused sort of huff and his screen sways in what Rey has to assume is him shaking his head.

"Yes, but only if you swear you're not going to come until I let you. If you don't feel like you can control yourself, then no."

Rey's hand wastes no time. It darts back between her legs, hell bent on attacking her aching nub but stopping when Ben clicks his tongue in warning.

"Light touches, Rey. You will tease yourself. One stroke with every breath and no faster."

Well Rey's breathing plenty fast and hard, so that gives her some wiggle room to push the boundaries. The Ben pans his own phone lower, giving her a lewd peepshow of his chest, stomach, and finally to his gloriously hard shaft with his hand wrapped around it, stroking himself leisurely.

"Kriff," Rey gasps, pressing hard down on herself as she becomes immeasurably wetter.

His hand adjusts, letting go and bouncing it along the underside like he's presenting himself for her.

"Do you like this, Rey? Do you like seeing this as much as I love see you all tight and wet for me?"

Rey gasps, her hand fumbling on herself to the obscene words. This has to be the hottest thing she's ever heard or seen in her entire kriffing life.

"That was inside me."

She doesn't know if she says it out or only in her head.

"Mhmmm, yes Rey. It was. Every inch of it. But was it good for you? Did you like it?"

Like it? Rey had fucking loved it, though the memory had been all the sweeter in the aftermath of reflection since her head had been a jumbled mess of emotions during the deed itself.

"Yes, Professor," she answers honestly. "It was better than I could have imagined."

And she _had_ imagined it, before they actually did it. Imagined her legs over his shoulders and him slamming himself into her, and instead he had been so sweet and so attentive. Such a perfect moment.

"Good, Miss Kenobi. You may stroke yourself a little faster now. Follow my rhythm, but you're still not allowed to come."

His hand pumps steadily, a perfect even rhythm and Rey bites her lower lip to keep from whining as she watches a little drop form at his tip. If she were there with him now, she could lick it off. Could take him into her mouth again and he would pull on her hair, holding her head in place while he fucks-

"Rey, your eyes are closed. I told you to watch me."

She immediately mumbles an apology, her eyes popping back open.

His grip adjusts, this time forming a tight O shape along his shaft. Rey makes a note of that, memorizing the way he squeezes the base of himself tighter than the tip or how he often catches his precum on his thumb and rubs it over his head and down the length.

Rey so badly, _badly_ wishes she was there with him. He wants to teach her, she wants to learn. If she was there, he could show her how to give him the best damned blowjob of his life and, this time, she wouldn't let a drop spill.

"Tomorrow..." her voice is such a wreck she can't even say more than three syllables. She'd been close before, but she's closer now. It won't take much before he makes a liar out of her.

"Yes," he says, going back to wrapping his whole hand around himself. "Tomorrow after class. You've been a naughty student and need some extra tutoring. What do you want your next lesson to be?"

He's leaking heavily now, she can see it in the reflected flickering lights of his laptop. Rey herself is so slick and ready. All she needs is for him to give the word.

"Anything you want," she breathes, trembling as she struggles to control herself. "Do anything you want to me. I've been so bad, I deserve it."

His hand picks up pace and Rey watches in rapt fascination as the veins along his shaft begin to throb.

Fuck this is hot. Gods bless whoever invented Facetime because this shit is taking classic phone sex to a whole new level of debauchery.

"Anything? That's a good girl. I like hearing my good girl tell me that."

"Oh… fuck..."

"Can I-"

"No, Rey. Not until I say you can. You know the rules."

His hand speeds up and she licks her lips, memories of their last night together playing out in her mind. How full he had made her feel. How the pain of their act had absolutely paled in competition with the pleasure of his hands on her skin as he took her for the first time.

"Rey? What are you thinking about?"

He can't be very far from coming himself. Strange as it is to think about, Rey knows what her professor sounds like as he's reaching his end. That same breathy, deep rumble that he's making right now as he starts to grunt with each firm stroke of himself.

"Rey-"

"You. I'm thinking about you. You fucking me. How kriffing big you are and how damned good it had felt. How you- oh fuck- how you had made me come. I didn-t-"

Her voice starts to break, the tension in her body ratcheting up as her hand forgets her promise and starts to work herself in tandem with the frantic thrusting in her memories.

"You didn't what?" he prompts, not correcting her even though she's sure her phone is a blurry mess of shaking and swaying.

"I didn't think I could come that hard, but you made me. I fucking loved it. It was so fucking good. You were so fucking good to me..."

For a second he pauses in his strokes and all Rey can hear is the frantic thundering of her heart. Then he speaks dark and low and Rey knows that he's on the edge and she's right there with him. Doesn't mean that she's going to like what he has to say, though.

"Pull your hand away, Rey," he grunts.

Her eyes shoot wide open, a sudden panic filling her head.

"What?! No! I don't-"

"That's an order."

He waits until her hand is back by her head, then he starts to pump himself in earnest. Faster. Harder. He's about to come. It's so unfair. Rey wants to come right along with him. Instead, she slams her hand to the side, bouncing it against the mattress as she grits her teeth and wads the sheet up in her hand to fight back her body's demand for release.

Then he moans her name loudly, the sound of it echoing and causing distortion to her phone's speakers He must have dropped his phone as he came because all she can see is darkness and a vague flickering glow from the porno still projecting humping shadows against his ceiling. His ceiling that she'd seen just last night when she'd been in his home on her back in his bed.

"Rey?"

She can't bring herself to answer, her throat locked tight with a growing cry of frustration. She can see Ben sitting up, leaning over his own phone and all Rey can look at is his sweat and cum splashed chest.

"Were you a good girl for me, Rey?" he asks.

She nods, hoping he's about to take pity on her.

He smiles. That same sweetly arrogant "I've just gotten off' smile he gave her when he'd pulled out of her.

"Miss Kenobi. Your extra credit assignment begins right now. Tomorrow after class you will get to come and not a moment before then. Comply or you will be severely punished."

Rey whines wordlessly, trying to sit up but the new posture only increases the throbbing between her legs.

Ben raises an eyebrow. Rey drops her eyes down, looking away from the screen for a second.

"Do not talk back to me, Miss Kenobi. You have your orders. You will not come until I allow you to. Tomorrow before class I want you to touch yourself again. Keep yourself wet and ready for me."

Rey shakes her head, staring at him silently with pleading eyes.

"Say you understand, Rey. Say it out loud."

This is so unfair. So fucking unfair. All she wants to do is have a nice, half-social orgasm. She's going to be such a horny wreck tomorrow. It's going to be unbearable.

" _Rey._ "

"Yes Professor," she finally answers. "I understand."

"Good girl. Now go to bed and get a good night's sleep. I expect you to be well rested and perform flawlessly both in class and outside of it tomorrow."

She nods again, her ears ringing and the ache between her legs not going down even one little bit.

"Goodnight, Professor," she manages to squeak out.

"Goodnight, Rey."

Before he goes he leans forward, his head filling the screen of her phone and he kisses the top edge just like it was her forehead.

And then he's gone and Rey stares at the 'call disconnected' screen for a solid minute and a half. Bit by uncomfortable bit her blood begins to cool. Now she's just messy. Puffy and swollen and so damned frustrated.

What a day. What a crazy, frustrating day. Ben had told her to get some sleep but kriff that, what Rey needs now is an ice cold shower.

So what's going to happen tomorrow? Truth be told she has absolutely no idea but, if the rest of their fun has been anything to go by, Rey finally has something to look forward to.

* * *

Author's note:

Just made it under my 5k limit! How was the phone sex scene? I've never written one before and it's odd to try and find ways to keep it engaging when the two parties aren't actually in the same room as each other! It felt a little rushed as I was editing it, but here we're finally starting to get some character development and plot going on. Plus Rose got a little action herself, so it's all good, right? Plenty of fun to go around for everyone!

Next chapter should be up on next Wednesday (the 13th) or possibly this weekend :) Soon I should have chapter 2 of Stranger to Blue Waters up but this chapter gave me an idea for a short and smutty 1 shot so I may try to get that one out first if I can.

* * *

Comment replies:

pobrediabla - Glad you liked Phasma and Plutt getting their cameo! Phasma especially is a favorite of mine, and I had to give her a good role as the villainess. Hand and hand into the sunset may come in the end, but first our couple have to work a whole lot of things out and get their lives in order don't they?

Thanks for commenting!

Valery – I'm so glad you're sticking with this story and enjoying it even though you have to translate it! I hope you liked this latest chapter too and I should be getting back to regular updates soon.

Thanks for commenting!

Kfulmer7 – thank you as always for commenting! I always love reading your comments, their so insightful and it's great to get a readers perspective. Haha, I totally was planning on Rey breaking into Ben's home and watching porn from the beginning of this fic. The guy's got quite a collection and then suddenly everything got out of hand! I was already running so much over word count but I promise that they'll have a long, sweet session at some point in this story. Next chapter should be up by the 13th or earlier so I hope you check it out when it's ready :D

ToughSpirit – Totally there were strings attached and now sex has just made their fledgling relationship that much more complicated! I think Rey was trying so hard to project this sexy bad girl image for Ben that that's why she didn't tell him she was a virgin until it was too late. Should have spoken up definitely!

Thanks for commenting!

Shestoolazytologin – Yeah, these poor horny fools have gotta face some challenges coming up. They can't keep up this reckless pace forever, and then they need to figure out what they mean to each other on top of all their other dramas. Anyhow, I'm so glad you liked this chapter and thanks for commenting!

L'ImperatriceElle – A master of smutty hot for teacher fics?! I'll take it! That's not a bad thing to be at all! And glad to help, haha! Thanks for commenting!

Missing a Muse – So glad you liked it! Next chapter should be up in a week-ish, so I hope you check it out when it's ready : ) thanks for commenting!


	7. Chapter 7

If Ben had gotten a full hour's sleep last night, he would have counted himself lucky.

After his call with Rey he had been _up_ for a while. Judging by the rather unkempt state of his favorite student as she swished into his morning class, she hadn't done much better.

Ben immediately notices the little details. Things that he'd like to think only he knows about her and no one else. Like how her cheeks have that slight flush to that that's more of a sheen of pink rather than a full blush. She'd had that glow when he was eating her out in the sauna.

Or the way she worries at her lower lip, her eyes sliding absentmindedly about the room and staring anywhere but at him as he gives his lecture. She seems listless. He knows better. And the fact that she keeps squirming and crossing and uncrossing her legs tells a story of one pent up bad little girl.

Unsurprisingly, Ben spends most of the class sitting down, his lower half safely tucked out of view behind his desk until the bell rings.

The students begin to shuffle out, a gang of perfume and short plaid skirts and why-oh-why knee high bobby socks. Ben couldn't care less about them. He only has eyes for one student in particular: the one who has been so studiously ignoring him and uncharacteristically silent throughout the whole fifty minute lecture.

"Miss Kenobi, a word with you."

He stops her with a wave of his hand, and several of the other students pause in their exodus as well.

Rey pouts, those perfect lips of her pushing out slightly and reminding Ben of how they had felt wrapped around his cock.

"Professor," gods, even her voice is a little dusky, "I didn't do anything-"

"You were two minutes late to class today, Miss Kenobi."

Her eyes flash to him, annoyance darkening her freckles.

"We're allowed a five minute-"

"You're allowed at _my_ discretion, Miss Kenobi. Now I would like a moment to discuss the repercussions of this."

Around her a wave of giggles rise and fall from the other students. They really are like a gang of blackbirds, tittering and quaking at the slightest sign of commotion even if it's coming from one of their own.

Ben shoots the rest of them a dismissive wave of his hand and they reluctantly shuffle out the door, disappointed they don't get to bear witness to Miss Kenobi getting talked down to yet again.

All of them except for Rose Tico. She stays behind, pretending to futz with her backpack until the last student leaves. Then she has the nerve to grab Rey by her sleeve and try to drag her out.

"This is a private matter, Miss Tico."

"But-"

"Get out."

Rey nods at her and Ben chooses to believe that she's every bit as eager for a few moments alone time with him as he is with her.

The look he gets from Rose is absolutely condemning, but she finally gets the hint after being pushed on both sides and leaves without another word.

When the door finally closes behind her, Ben advances.

"Good morning, Rey."

For a second she tries to hold her ground. The she darts back when he gets within pouncing distance of her. Slowly he directs her to the far corner of the room where they would be safe from any curious eyes peeping in through the window in the door. He reaches out and tucks a lock of her hair behind her ear, savoring how the glow on her cheeks seems to only brighten with his closeness.

"Professor, I have another class."

In ten minutes. They have ten minutes. It's not enough, but it's enough.

"Have you been a good girl for me, Rey?" he asks, stroking the outline of her jaw. "Have you done what I told you, or do I need to punish you?"

They may only have a few minutes before suspicions rise, but that's plenty of time for him to whip her pink right her and now and then make her sit on her welts for the rest of the day. If need be, of course.

Rey shakes her head, her eyes wide and glassy.

"I've been good. I've done everything you told me to."

Ben smiles. The urge to kiss this perfect little piece in front of him is so strong, but that would ruin the dynamic they're playing at right now.

"Have you?" He traces his thumb along the curve of her full lower lip. "So you didn't come at all last night? Not even after we disconnected?"

Ah, there comes the full on blush. His perfect Rey seems so embarrassed.

"No," she shakes her head. "I didn't. Not this morning either."

His smile grows. An image of Rey just waking up and writhing about in her sheets- no, in _his_ sheets- sinks down through his mind and straight to his half-mast.

"You look very frustrated, Rey. Are you? Tell me, are you frustrated?"

Rey's eyelids flutter as his hand traces down the column of her neck to dust over her clavicles. He's barely even touching her and she's so damned responsive. He should have been having her do this from the beginning. Build some character and self control in his bad girl delinquent student.

"I want to come so bad, Professor," she whimpers. "Let me. _Please_."

He laughs, his hand darting down to the first button of her blouse and he notes how her nipples bloom to full arousal at even this minor touch of proximity.

"I can see that, Rey, but we don't have time. Later. For now, show me that you're telling the truth."

He left his command open to interpretation, but she snatches his hand off her sternum and drags it abruptly under her skirt. Then she shifts, parting her legs enough for him to trace her slit over her panties.

She's very wet, soaking through the no doubt flimsy fabric already. Her finds her hard little nub with a practiced certainty and begins to rub her, his fingers sliding effortlessly even with a layer of fabric separating them. Rey gasps, bucking her hips into his hand as a tremble rolls up along her back.

"So you were telling the truth? Very good Miss Kenobi. Very, very good."

Just to be a little mean, he snags the tip of his middle finger under the edge of her underwear and pushes it forward, tracing her lower lips and making her gasp and suck in a choked breath.

"Would you like to come now, Rey? Would you like to come on my hand right now in my classroom?"

She nods rapidly, her teeth sinking in deep into her lower lip as she stares at him with pleading, slitted eyes.

His finger finds her entrance and he pushes, parting her very slightly with just his fingertip before he drags his hand away. She whines, holding onto his wrist until he steps back.

"Fix you skirt," he tells her, pressing his fingers back to her lips.

She opens obediently, hollowing her cheeks and sucking her own slickness off his digits as he pumps then in and out of her mouth. Perhaps it's time for another edition of A Study in Oral tonight. Maybe for them both, even.

"Ben..."

She sounds like such a whiney brat as he steps back to admire her completely flushed and needy looking appearance.

"Tonight," he promises. "This was just a teaser. Tonight you will meet me after the last period and you'll have another lesson.

To his surprise, Rey shakes her head. It's one of the few times she's outright denied him in their game.

"I can't. I have to go to work. Shift starts at six."

"Cancel it. Take the night off."

Already Ben is halfway through undressing her in his mind. He'll take her back to his apartment, and fuck her for the second time right on the bed her took her virginity on. He could give her a lesson in endurance, see how long she can hold herself back. Or… or perhaps the opposite lesson and they can see just how many times she _can_ climax in a night.

That's exactly what she needs. The 'fuck me so good and hard' is written all over her face, but again she shakes her head.

"I _can't_ , Professor. I really have to go to work. I need to pay Pkutt my rent and he's just been so horrible about it recently. I know he won't give me an extension."

Right. _That_. Ben's ardor immediately begins to cool, a sudden bitterness replacing the heat in his veins.

"You shouldn't have to do that," he tells her as he steps back. "It's against the Institute's regurgitations. You shouldn't have to pay rent at all."

She blinks at him, her eyebrows pulling together. Oh, she didn't know that, did she?

"I… I still have to."

"How much? How much does he charge?"

"A thousand."

Ben's eyes bug slightly. "That's ridiculous."

Maybe he should try bringing this up to Phasma again. She may not know the details, but this is crossing over into full on extortion. Or there might be other more direct ways of changing Plutt's mind.

Rey shrugs, her hands fidgeting with the bottom hem of her too-short skirt.

"That's what he charges. I don't get a say in it. I don't want to disappoint you, Professor, but I really have to-"

"I'll pay it. Take the night off."

Saying without thinking has gotten Ben into a lot of trouble in his life, so why stop now? What she's telling him is so ridiculous on so many levels.

Rey's face changes, her expression hardening slightly. She seems almost offended.

Oh. Shit. Right.

"Rey, I'm not paying you for- not like that, okay? You're not that way, I know. What I mean is-"

"I can take care of myself, Professor. I always can."

That's highly debatable, but also not to the point right now. Ben holds his hands up in peace.

"How about if I talk to Plutt, then? See if I can get him to see the error in his ways and drop your rent down by a few hundred? I can throw his contract with the Institute around and see if that doesn't make him a little more reasonable? How about that?"

Rey seems to consider it. He wishes he could read her mind, know what the mystery that is woman is truly thinking. After a few moments, she nods, a hint of a smile brightening her eyes.

"Okay, but… but only if you say it that you're 'throwing your DICK around'. Deal?"

Gods. It really is a god awful acronym for an all-girl's school, isn't it?

He straighten his posture, stepping back as Rey steps forward and moves like she wants to kiss him.

"Not now, Miss Kenobi. Don't be late for your next class. I'll see what I can do about your rent, but tonight I expect you to call in sick to your work, understood? I'll take care of the rest."

He's not sure how he'll take care of it, but he'll take care of it. And his eyes stay glued to her barely-covered ass as she leaves. Only when the door closes and he's alone with his thoughts Ben take a moment to sigh and collect himself.

He'll pick her up after the last class. Do it really quick in the parking lot after everyone else has left and then they'll go back to his apartment for a few hours. It's all going to work out. Hopefully.

But for now, Ben is both highly pissed and horny. It's the former that wins out. He has three hours between now and his next lecture. Plenty of time to make a social call.

* * *

Ben's "discussion" with Unkar Plutt had gone very poorly. No surprises there.

He'd gone to the apartment complex during his lunch break and found Plutt already half drunk and watching a poker game on TV while in his underwear and nothing else. There alone were at least three infractions in his contract with the Institute, but Ben was here to discuss the far bigger issue of the rent.

Plutt had denied everything. Asked where was the proof and he knew that it was just his word against Rey's and which one of them would win on that?

Of course the rent thing was going on under the table. That must have been why Phasma was willing to look the other way because there was no paper trail to lead back to DICK.

Then Plutt had gone too far. He'd started to imply that the "theoretical" rent was for the girls' own good. If they had to pay him they had to have a job, he argued, and that was less time for them to end up on their backs with their legs in the air.

It was at this point that Ben might have made a mistake. Maybe.

Maybe his fist had spent a little time with Plutt's jaw, and he maybe might had have sent him flying back so hard the couch almost turned over.

Ben maybe had showed himself out after that. Rapidly.

He half expected to have the police knock down the door to his office, but they didn't. With any luck, Plutt was such a lowlife he didn't want any trouble with the law himself.

It might have been a while since Ben lost his temple that suddenly.

He hadn't been lying to Rey when he told her that he used to be a bad, bad boy in his early years. The kind of young man who let something other than words do the talking for him.

Turns out it was easy to fall back on bad habits, especially when it comes to Rey.

He didn't regret it, though. Not even the tiniest bit.

Well, maybe that much, but only just because some of Plutt's beer had splashed all over his suit jacket when the fat fool had maybe thrown it at him on his way out with maybe shouting threats of more if he ever showed up there again. So Ben went back into his office reeking of cheap Pabst Blue Ribbon and having only one option to change into: the blue and red flannel jacket Phasma had given him as a loaded gift of appreciation last week.

What were the odds that he'd have to wear it today when he had a meeting with her? Unlike his last one, this one had been scheduled. More bullshit about his future tenure vs. His Alaskan Nightmare debate and today Ben just wasn't in the mood to kiss his boss's impeccably tailored ass right now.

"Giving up are you?"

Hux, his much hated co-worker down the hall from his office sneered as he walked past on this way to see Phasma.

The angry ginger had always had some sort of big problem with Ben. Now they were apparently in competition for the same job security and it had brought his hostility's a little more in the open than before.

Hence why Ben was going to wait and "work late to make a good impression" before safely picking up Rey. And then just absolutely going to town on her, but he couldn't think about that now. Needed to keep his eye on the prize of not being shipped off to a place where the Mosquito is the unofficial state bird.

He gives Hux the stink eye as he stomps past, steeling himself before he enters Director Phasma's brightly little den of control.

She was dressed all in black today. It made their meeting both seem funereal in its seriousness as well as Ben look even more of an idiot in his flannel jacket by comparison to the impeccable woman sitting primly and cross-legged in front of him.

"Director."

Ben sits, locking his hands together over his lap, and waits as his boss opens a file on her desk and then closes it.

"That jackets really suits you, Professor Solo. I'm pleased to see you wearing it. Unless, of course, you only put it on to impress me."

For someone like Director Phasma, queen of all she surveys but especially of the passive aggressive means of asserting control, a comment like that came close to a full on declaration of war.

Ben clears his throat, buying himself time. There's no right answer to her question, and she's not making eye contact with him. That's it. Plutt squealed about what happened. He's hosed.

"Happy to have it," he says instead, trying for a middle ground. "Winter's come on fast this year. Snowing outside already."

Sleeting technically, but come on, how much more innocuous could he go? They're talking about the kriffing _weather_ as he awaits hearing whether Plutt is going to file assault charges against him or not.

"You don't like the cold weather?"

Phasma's eyes flick up, dagger like in their precision as she reads his face. Ben fidgets, feeling that creeping tightness start to set between his shoulders as he takes notice of the new decoration in her office: a calendar of 'Scenic Alaska Vistas'. Double kriff.

"Ben, I want you to flunk Miss Kenobi from your class."

Ben didn't hear her right. He couldn't have, because it's not possible that she just said that _or_ called him by his first name. He wasn't even completely sure she knew what his first name was, and the other thing…

"Come again, Director?"

Up goes the blonde eyebrow and down goes the edges of her mouth.

"I have just received notice that our contract with the government will be coming under review. Miss Kenobi has been one of our most troubled students. These two situations are in direct conflict with each other."

Ben's mind skips stones over the surface of choppy waters before sinking completely.

"What?" he asks dumbly.

Phasma lets the silence hang just a moment too long to be insignificant before she answers.

" _Someone_ has filed a complaint with the state's school board about us. Such things are normally swept under the rug, but whoever did it must have had some clout with the higher ups, as it were. Because of this, we need to be extra strict with our standards. Miss Kenobi falls well short of them, so I want you to fail her from your class so that we can dismiss her from the program."

Ben only half hears her. Someone got the Institute in trouble? Heck, Ben would half like to shake their hand or take credit himself, but right now, rankly, he's not sure if he gives a damn about any of this.

"How would me unjustly flunking R- Miss Kenobi possibly help with anything?"

Phasma slides the folder on her desk to the front and center. Her nails tap against it and Ben frowns.

"When Miss Kenobi first came to our institute, her file was three pages. Only three pages."

Ben swallows. The folder under her red oval nails was thick. Very thick.

"And," Phasma continues, "if we're going to be audited, they're going to look beyond simply the academic progress of our students. The Institute is about more than just offering an education, Mr. Solo. It's about providing responsibility, accountability, professionalism, and ethics. Grades are only half the equation, and we have to periodically make an example out of the bad apples."

He falls silent. When there are no right answers, silence is the only option left.

"There is also the whole business with her caretaker, Unkar Plutt," she says after a moment. "He is operating under… a non-traditional agreement with us. If Miss Kenobi was still attending our program, this may be brought under closer scrutiny and that would be very unfortunate."

Ben squeezes his hands together to keep them from betraying how pissed off he's turning on the inside. Allowing Plutt to extort money out of the students was one thing, but what she's asking him goes to a whole new level of unethical.

It makes choice clear, even if it isn't an easy one.

"No."

Phasma's fingers freeze mid-tap on Rey's file. Her eyebrows slowly raise raise raise. Clearly this is a woman who is not used to being directly challenged.

"No?" she repeats. "No as in you're refusing to-"

"To flunk a good student who deserves a second chance and not the rug yanked out from under her?" There's something pettily satisfying about interrupting Phasma for a good cause. "Hide Rey. Stick her in a closet during the review. Heck, send her off to an old folks home for community service when they're here to make her look extra virtuous. All of those are good options. But ruining a troubled young girl's life just because you're worried that your 'non-traditional' contracts might paint DICK in a bad light? I'm not going too have any part of that."

For the first time ever, Director Phasma's mask of perfection cracks. Her eyes narrow, her lips pulling down into an unmistakable sneer. It only last a second, but it's a second of starting straight into the cold white of the Alaskan sun. Then she draws back. Tight lipped. Tighter eyes.

"Mr. Solo, when I hired you, I took a big chance on hiring someone with such a checkered past like you have. Without proper, _glowing_ references, I believe you will find it almost impossible to get another job in the teaching field under your unique circumstances."

Ben falls silent, memories of his own youth and the fallout it brought him springing up vividly to mind. He's still paying for his past mistakes, but just how much is he willing to give up? The pussy wasn't that good, was it?

In the absolutely most inappropriate of times, he feels a twitch of a vote in his pants. Well part of him certainly thinks the answer to that is a big old yes, and the more rational head on his shoulders also knows that there's really only one answer he can give Phasma.

"I stand by what I said, Director. My answer is no."

Phasma doesn't sneer again. She doesn't crack. And she doesn't blink.

"I see."

Her fingernails swirl circles on Rey's file. Ben frowns and waits, unsure if he's just been fired or not.

"You may leave, Professor Solo. I wouldn't want you to be late for your next lecture. Tardiness is frowned on by all levels of our Institute."

His back pops from held tension when he stands up. She stops him again with a clearing of her throat before he can politely bound for the door.

"Mr. Solo, a moment more, please. I think, to be fair, I will give you until the final week to make your decision on what to do. Until then, I look forward to seeing you in a more casual capacity at this year's Christmas Party. You should wear that jacket, in fact, it will fit the theme."

It may be just by chance, but there is a perfect straight line that's formed from Rey's file on the desk to Phasma's rigidly straight posture and the Alaskan calendar above her head. Like you could literally hold up a ruler and all three of these talismans of doom would be perfectly aligned.

Ben clears his throat to his silent mention of a ruler as the ever-foolish little Ben gives another jump of enthusiasm for the promised evening to come.

"I'll keep that in mind, Director. Have a good day."

"You too, Mr. Solo."

He almost bumps into Hux on his way out. He wouldn't put it past him to have been listening in at the door to the whole conversation.

He doesn't matter. If he's about to get fired or shipped up to the Frozen Lands of Nador, this little redheaded punk-bitch _really_ doesn't matter.

Two priorities take a precedent. First is drowning his problems between the legs of his very favorite naughty student. Second is coming up with a game plan on figuring out how to untangle this mess before it gets any worse.

* * *

He'd been wrong about Hux. Hux was being a real asshole and this time he wasn't even hiding it.

Ben had been procrastinating in his office, pretending to be a very diligent employee working overtime to prepare for tomorrow's classes. Hux, asshole office block neighbor extrordinarie, had apparently seen this as a personal challenge. He loudly announced that he _also_ was going to be working late and such diligence would surely be considered when it came down to decide tenure.

Tenure. Whatever. For the last few years that had been the Golden Ticket of working here. Now than Ben's seen below the shady undercarriage of DICK, he's not sure he could _stand_ to work here forever.

But that leaves him with Fairbanks or minimum wage hell. Karkers. Maybe he should just accept his fate and quit now, go get a job scanning groceries across from Rey at Niima Market. It wouldn't be so bad, despite being the end of all his hopes and reams for a future worth living for. They could totally sneak in quickies during their breaks. Go at it in the produce aisle. Slip the tip in front of the school supplies. Be bad bunnies next to the-

Okay, nevermind. Ben was tired and horny and it had nearly been an hour past when he told Rey he'd pick her up. She kept texting him, saying that she was waiting out in the cold and sleet and he'd damned well better not be planning on standing her up. Then she'd sent a picture that was either her perfect little pink-covered crotch or possibly a sign of the early stages of frostbite.

Kriff it. Hux can win at the who-can-stay-later-and-get-no-sex game. Congratulations, prize was all his. Ben was about to get a serious piece of ass tonight, so who's the real winner here?

Still, he creeps out of his office as quietly as he can. Locks the door with his sleeve over the knob to muffle the sound. Then he flips Hux's closed door the bird as he silently stalks down the hallway towards his half frozen prize awaiting him outside.

* * *

Ben had thought about telling Rey that Phasma was trying to get her thrown out of the Institute.

Then Rey had distracted him by practically throwing herself into the passenger's seat of his car and side hugging him furiously.

"C-c-cold."

Her hands were freezing. Two blocks of ice that burrowed their way inside his flannel jacket then the shirt underneath to make his eyes water and his dick twitch when she touches bare skin.

It's late evening and the sleet has turned to snow and there were only two damned cars in the parking lot. That was how long he had been keeping his frozen beauty waiting for him.

"Sorry," he mumbles, kissing the top of her head as he carefully pulls out of the lot and onto the mostly empty highway.

"I'm soaked to the bone," she mumbles, burrowing her hands deeper and lower down. "I can't wait to get out of these clothes. I've never been more wet."

Kriff. She's doing this on purpose. She has to be.

Ben doesn't take the bait, though. All his concentration is required to keep them on the pavement as her touch moves closer and closer to his highly grateful half-chub.

They shouldn't be doing this. He should stop this. He shouldn't be about to take his favorite student home and fuck her senseless until he can't even remember his own name let alone why his whole life is hanging in the balance between life and Fairbanks in Flannel.

"Rey..."

He draws her hand away from him, finding it close to impossible to steel his resolve to make the right choices as she palms him through his boxers. She looks up at him then. Big eyes. Full lips. Those damned flushed cheeks.

He tries again. Ten and two. Hands on the wheel, eyes on the road. Don't let yourself get seduced by the freckled siren practically sitting on your lap.

"Rey, we should-"

"I'm horny. I'm so damned horny. Do you want to see?"

The stop light ahead of him is turning yellow. It would be rude of him _not_ to look at whatever she has to show him, right?

Even in the dimness of the evening storm, her pink panties seem to almost glow like a beacon to the promised land. She rubs the inside of her thighs, biting her lower lip almost innocently.

"I've been thinking about you all day long, Professor. Have you been thinking about me?"

Does visualizing sensually teasing her with a banana from the produce aisle at Niima's count? Or how, even when faced with the grimness of a thorough Phasma-ing he still was a little hard and not even his boss's glacier glare could fully cool down his anticipation for tonight?

Screw it. Screw it all. Tomorrow is another day. Tomorrow he'll deal with real life shit. Tonight, though, tonight it's time to really give Rey the D of DICK.

"Of course, Miss Kenobi. Now you just sit tight and keep your hands where I can see them. In just a few minutes those wet clothes are going to be a thing of the past."

Rey giggles. It's the sweetest sound, and made even better when she cuddles herself close again and rests her head against his shoulder. He gives her one more kiss on the temple for the road.

* * *

Author's note:

In chapter 1 Styx dared me on archive of our own to use the D in Dick line. Challenge accepted :P

And, what, no sex in this chapter?! Well… I made the executive decision to focus this chapter on the plot (yes, there IS a plot after all! I know, I'm as shocked as you are!) and then ch8 is going to be a 3-5k bangathon. Like them just going at it before the balloon of their illicit affair gets burst. We actually only have 2 chapters left of the main story and then an epilogue, isn't that crazy?! I'm not sure if I'm liking this 50k limit, self imposed, but it sure does go by quickly.

Also I know I'm badly behind on Stranger to Blue Waters. I've gotten the first chapter out and then decided to completely scratch my meticulously crafted outline and start all over with the plot because it just wasn't right. Again self imposed. Oy. Soon. I promise. I think. I've got to figure that one out.

ps. anyone care to guess who the anonymous person that made a complaint against DICK was? No hints other than it's not just some rando stranger never mentioned in this fic before…

* * *

comment replies:

ToughSpirit- Don't worry that I stopped this fic, I was just taking a vacation but I'm absolutely going to be finishing it! We're actually nearly there at the end already, this is slated for 10 chapters and we just crossed the door#2 into the final act. I hope you liked ch7 and thanks so much for commenting! :)

kfulmer7- hi again! I was happy to give Rose a little fun, too. I don't have enough time to really flesh out the secondary characters, but it only seemed fair that Rose would get a little something of her own after covering so much for Rey and Ben. And yeah, Rey was pretty much climbing the walls this whole chapter, though Ben wasn't much better himself. Thanks as always for commenting! :D

shestoolazytologin - Ha, spa services! I really couldn't think _what_ to call his number, but I went with the facial angle and this is what I came up with, lol! These two ALMOST talked about their feelings for each other. Strihns are already very attached and now the shit's really hit the fan so they had better decide if they're worth it to each other because they both have a lot to lose, don't they? Glad you liked this chapter and thanks so much for commenting as always! :D


	8. Chapter 8

No time is lost when they get inside.

Rey squeaks when Ben picks her up, lifting her feet effortlessly off the floor as if she was weightless. He's the first to kiss her and he makes it sloppy, snatching the air right out her lungs as his lips roll over hers.

Kissing is something Rey's not that used to. Not used to any of this, technically, but her previous exploratory touches with the opposite sex had been mostly limited to awkward pawing over her clothing and… and then Ben. Somehow they just fit right together, none of the strangeness or fumbling and maybe that just comes with age or maybe it's something else that's been growing between them and doesn't want to be ignored any longer.

"Rey."

He pants her name into her mouth, guiding her backwards until she's pressed tight against the wall between his living room and bedroom.

Nowhere to run.

Rey looks up at him then, her face cradles by both his hands and his hot breath fanning against her kiss-wetted lips.

His erection presses firmly against her stomach and it seems so perfectly natural to shimmy against it. His eyes darken when she does, and his next kiss is hungrier than the one before.

When he leaves her mouth, he moves to attacking her neck. Biting and nibbling and she's going to need to use concealer to cover up her markings tomorrow or she's really going to have some explaining to do at the Institute. A lady always need to be DICK-ready, after all...

"What, ah!" Rey yelps as he slides one of his hands up under her skirt, massaging her soaking slit through her panties. "Lesson! My next lesson!"

"I don't know," he rumbles against the side of her neck. "Fuck your lesson, I just want _you_."

Her eyelids flutter to that. Maybe her heart does as well, because they've always used their game with each other as a veil.

"I want to..."

Her voice trails off as electricity sparks through her. Her professor, her very talented and genius professor, find exactly the right seam on her panties to press into her clit. Any harder and it would hurt, any less and she'd be vigorously humping his hand. As it is she's basically Goldilocks and every thing's exactly _just_ right and it's all she can do to hold on tight to his shoulders and not come right there on the spot.

This is going to be a short session for them both, she wagers. Though hopefully they'll go again and again and again after this.

"Knees."

She doesn't hear him at first. When he steps back, Rey starts to sink down his body. She tries to make it nice, tries to kiss and nip at his chest as she goes, but there's not really enough room and she doesn't know what the hell she's really doing so all she manages to do is get her makeup smeary across his shirt.

"Why are you wearing _plaid_?" she says with a giggle, only noticing now his rather... outdoorsy sort of attire.

Above her Ben huffs and he doesn't answer.

She strokes the ample bulge in her slacks which is now conveniently placed right at eyes level to her. His hands work their way into her hair, untying the messy and damp braid she had tied it in. Then he smooths her hair back off her face, holding it in a makeshift ponytail with his own palm.

"Rey," he guides her chin up with his other hand.

He's looking down at her with desire and… affection in his eyes? Maybe.

"I'm so fucking horny right now," she tells him honestly, wriggling her tightly pressed thighs together for emphasis.

"Your next lesson? Same as before, Miss Kenobi. You don't get to come until I tell you that you can."

She whines, pouting against the cruelty of his words even though they're exactly what she had been hoping to hear.

Now that she's down here, there's only one clear direction for her to go. When she opens his fly, however, he steps back and lets go of her hair.

"Follow me, Miss Kenobi. On your hands and knees."

He back away then, walking backwards to the office chair in the corner of the room. Rey is grateful they're on carpeting right now or her knees would be black and blue by the time she crawls to him. She tries to put as seductive sway to her hips as she can, makes this a proper porn start sex crawl full of horny eyes and a wicked grin.

"Fuck I love that little outfit they put you girls in. It's obscene, like the whole Institute is just trying to set us up."

He reaches across from him to the couch and picks up a throw pillow. Rey inwardly is surprised that he's a throw pillow sort of guy at all, but when he drops it for her between his feet it's a welcome comfort.

"None of those other girl's wear this as well as I do," she tells him, scootching up close and wriggling her chest between his spread and seated thighs.

"Got that kriffing right."

He unbuttons her blouse for her, leaving it on but open so his hands can pinch her hard nipples through her bra.

Rey whimpers, her skin feeling so hyper sensitive all damn day long that even this light touch is almost enough to make her cream herself right here and now.

"This is all I'm going to be able to think about, Professor. I'm going to be such a distracted mess tomorrow."

A look crosses his face at the word 'tomorrow'. Rey frowns, biting her lower lip as his hands move up to cradle her face again and kiss her.

"Let's not worry about tomorrow, Rey. We'll take care of it when it comes."

When it- is this dirty talk? Should she answer back with something really sexy?

"I want to suck you off, Professor. Can I please suck you off?"

Take out the 'professor' part and that was exactly that brunette girl's line from the porno they had watched together last time. She's not sure if he gets the reference, but he kisses her again soft and sweet and then lets go, nudging her back down between his legs.

He strokes her hair, petting her encouragingly as she opens his slacks and works his cock out from the opening in his boxers.

Fuck. She'd forgotten how damned _huge_ he is. The last time she had been up close and personal with his shaft had been… had been when he'd put it inside of her. She'd been sore for two days afterwards.

Rey has to steady herself not to tremble. The ache between her legs had never fully gone away since their phone sex session last night, but now the memory of their last playtime is driving her to the point of distraction.

"Professor?" she asks.

"Be a good girl for me, Miss Kenobi."

Her cheeks burn but she takes him into her hands, running her palms up and down his length. She spends this time to really study his shaft. The curved bend to it, the flared head, the vein running down the bottom length. Rey had seen enough porn to know which spots she should focus on, so she concentrates on the tip, working it in sloppy circles with her tongue as her hand pump firm and steadily.

Ben groans, his fingers sinking into her hair to keep her in place. He must be damned pent up too, because it doesn't take more than a minute or two of her attentions like this before he starts to leak. He pulls her back then, tugging on her hair and the sting of it only enhancing how karking perfect this moment is.

"Lick it," he orders.

He doesn't have to tell Rey twice. She laps at his slip, smearing his precum across her lips and looking up at him through her lashes. She can't decide whether she likes the taste of him, that now familiar tang rolling along her tongue, or she just likes _him_. Either way she dives back down, sucking his head into her mouth and steadying herself with her hands on his thighs as he starts to thrusts up and fuck hr face.

Soon he's cursing, his hands on her hair tightening and the tip of him nudging at the back of her throat with every pump of his hips. He pulls her back again then, stroking her swollen lower lip with his thumb as he gives her a soulful look.

"Professor?" she raps, her voice scratchy and her ears ringing.

"You're so goddamn beautiful, Rey. So fucking perfect."

Rey blinks. Then grins.

"Well thank you, Professor."

She wraps her palm around him again and starts to sink back down.

"Relax and let me control you," he tells her. "We'll go easy and in stages."

She nods, his grip on her slackening until she can take him back into her mouth. They both adjust their angles, with Ben scooting backwards into his chair and Rey leaning forward to make her mouth and throat aligned as straight as possible.

He wraps his hand over hers, squeezing his shaft with her palm as he starts to sink her head forward onto him. Rey trembles w

Rey wanted to deep throat him. She had really hoped that would be her lesson tonight because it had just been so kriffing _hot_ the last time she'd had him in her mouth.

However, try as hard as she might, she just couldn't seem to get him past the entrance to her throat. Ben let her give it a few good goes, and then he pulled her back to stop her from choking herself.

"It's alright, Rey." His voice is a low growl that completely contrasts his unexpected kindness. "We can work on that some other time. Just go at your own pace and don't push yourself."

She smiles despite the thick piece her lips are wrapped around. Professor Solo is-

Rey pulls away to gasp in a much needed lungful of air. She pumps him as she looks up at him, then kisses the palm he strokes over her cheek when their heated eye contact becomes too much for her.

Halfway down his shaft. That's about her limit, but it seems more than enough. She gets him grunting and cursing in no time, his whole length twitching and leaking against her tongue when she tips her head to the side to lap at him from root to tip. hen he goes as deep as he comfortably can, her other arm squeezing his thigh tightly as she closes her eyes.

"It's okay, baby, I've got you. You're going to be a pro at this."

Baby?

He lets go of her hair just long enough to swipe at the tear leaking out of the corner of her eyes.

Rey wanted to deep throat him. She had really hoped that would be her lesson tonight because it had just been so kriffing _hot_ the last time she'd had him in her mouth.

However, try as hard as she might, she just couldn't seem to get him past the entrance to her throat. Ben let her give it a few good goes, and then he pulled her back to stop her from choking herself.

"It's alright, Rey." His voice is a low growl that completely contrasts his unexpected kindness. "We can work on that some other time. Just go at your own pace and don't push yourself."

She smiles despite the thick piece her lips are wrapped around. Professor Solo is-

Rey pulls away to gasp in a much needed lungful of air. She pumps him as she looks up at him, then kisses the palm he strokes over her cheek when their heated eye contact becomes too much for her.

Halfway down his shaft. That's about her limit, but it seems more than enough. She gets him grunting and cursing in no time, his whole length twitching and leaking against her tongue when she tips her head to the side to lap at him from root to tip.

A random notion of her just jumping on him and impaling herself springs to the forefront of her mind as the ache within her grows even stronger. He should blow his load first, though. She really wants him to, but it's up to him when and, more importantly, where.

Rey starts to pull away, starts to ask him _do you want to come in my mouth_? He holds her in place, his shaft heavily against her tongue and Rey wraps her lips tightly around it, swallowing down his precum and bracing herself for the big event.

"Ask me," he tells her.

Rey breaths in and out through her nose, short, rapid little exhalations that make her all dizzy in the head. Again she tries to pull away and again he keeps her right where she is.

"Ask me now, Miss Kenobi. I know you can do it."

"Dyuh- uh..."

Rey can't even get a coherent syllable out with her face stuffed like this. She looks at him with pleading eyes and he slowly rolls his hips forward and back into her face.

"Go on."

Oh...okay. Deep breath. Relax. Get the words out.

"Dyuh yoo ohnt to kham-"

She gags slightly, the effort to speak around his cock proving far more challenging than she had expected.

"Do I want to cum what, Miss Kenobi?"

Another forced breath. Rey grips his leg tightly, steeling herself as saliva starts to pool under her tongue and mix with her professor's precum.

"-ihn my moof?"

It's the best she can do, and her eyes widen slightly when the hand on her hair guides her deeper down onto his shaft. It presses at the back of her throat and Rey's eyes close into half-slits of pure concentration not to fight him.

"Do I want to come in your mouth? Is that your question? I couldn't quite hear you clearly."

Rey nods, looking up again and this time her eyes are getting a little misty. Ben thrusts forward a little, maybe just an inch or two into the start of her throat, but it's enough to trigger a full body tremble and a panicked whine. He pulls away to the very front of her mouth, holding her there as she sucks firmly with her lips while their hands pump him rapidly.

"How about all over your face this time? Would you like that, Miss Kenobi?"

Rey nods her head, breaking the seal of her mouth around him to grin eagerly. They should be filming this shit. Or they really, _really_ shouldn't be, but it would be totally hot if they were anyhow.

He doesn't tell her to get ready. Doesn't have to. Rey knows what to do when her pulls her head off of him and rests himself against her tongue. She opens her mouth wide and closes her eyes, waiting breathlessly as her guided hand pumps him faster and faster.

When he comes, most of it splashes across the bridge of her nose instead of into her open mouth. Ben groans out her name as he finishes, and Rey gets an uncontrollable and thoroughly inappropriate case of the giggles as she imagines how karking filthy she must look right now.

"Fuck," he moans when the last jet streaks across her cheek.

Rey opens her eyes. Or tries to. He must have gotten some on her eyelashes and that sets her off again, trembling with a mix of pure desire and self-conscious amusement at this larger than life situation she's somehow gotten herself into.

Ben's hand on her hair loosens and he slumps back into the seat. His shaft is still half hard and now an almost fascinating deep red color with purple undertones.

"Clean me off, Miss Kenobi," he orders.

It seems like she should go gently in his current state, so she laps at him very carefully and softly. She cleans off the remaining cum from his shaft as his thumb swipes over her cheek and lashes. He presses that against her lips and she mediately sucks his finger clean as well, all the while wondering how long it will be until he's ready for round two and they can fuck properly?

"Go into my bedroom and lay down. Spread your arms and legs wide and wait for me, but keep your clothes on. I want the pleasure of undressing you myself."

As swollen and slick as she is, as she's been for nearly the last twenty-four hours, it's a rather uncomfortable journey to Ben's bedroom. Her professor doesn't immediately follow her, however. She can hear him opening and closing the cabinet in his living room, and Rey hurries to his bed to obey his latest order.

When she lays down, his sheets smell like him. It's _very_ distracting.

As she lays there, both the tension and expectations grow. He's making her wait. This has to be part of his game. It's so cruel, leaving all exposed that like when she's so kriffing needy. She just wants to come, for fuck's sake. Is that too much to ask?

Instead, she's left wriggling against her professor's sheets. Twisting her hips this way and that in an effort to get some form of easing to the pressure building up so great inside.

The last time she had been here, been on her back on his bed… he had fucked her. Rey isn't completely sure if she's desperate for a repeat performance or curious to see whatever new playtime he has in mind.

"I could watch you forever like this."

Rey looks down at the door through the separation between her breast. Ben is watching her, and he's carrying something in his hand. Some sort of bundle.

"What's that?" she asks, starting to push herself up but he waves her back down.

"Some toys. I bought them a while ago but I never had anyone to use them with."

Rey blinks. She's not sure whether the confirmation that her sexy professor has been single long term or that he's about to do something to her something with a sex toy is more shocking to her.

She swallows when he sits on the bed next to her. Inside the little parcel is some sort of dildo or vibrator. She's not completely sure of the difference.

"I thought we could-"

'Do you trust me, Rey?"

Oh so he's really going to do it, then? Is this going to be the start of something freaky or what?

She nods, albeit with a touch of hesitation that doesn't seem tog o unnoticed, at least judging by the lone that forms between his drawn together brows.

"Yes, Professor. I do."

He nods, looking very thoughtful and rather different form the man who's cum she's still wearing smeared proudly over her face.

"This is your last semester, Rey. Today I heard that they..."

He stops himself with a clearing of his throat. Rey waits for him to continue but he doesn't. Instead, Ben reaches out and strokes her exposed collarbone, his fingers tracing circles around the laced edge of her bra.

"Is something wrong?"

Maybe it's a dumb question to ask, but up until Rey had just assumed they would screw in one manner or another and then she would be politely Uber-ed home. When Ben's hand shifts to stroke her face she tries to take his thumb into her mouth and suck on it but he shakes his head and pulls away.

"I'm going to take care of everything, Rey. I'm going to take care of you, I promise."

"Oh."

What else is she supposed to say to that? 'Oh' seems to more or less cover it.

"Would you like me to kiss you?"

Still deeply confused, Rey answer his question with a nod. Their lips meet slowly, his kiss on her lingering and very distracting as his hand snakes behind her back to unhook her bra. She arches into the move to make it easier on him, but of course she's still wearing her button down white shirt. Next he pulls her bra down but not off her body, giving her lips one last peck before dripping lower to take her nipples into his mouth.

"Oh gods!"

The sudden sexual contact is enough to bring Rey's desire crashing back into the forefront of her mind. Maybe her outburst had been a little inappropriate, but his hand drifts down to her waistband and she lifts her hips up as he quickly unzips her skirt and slides it off of her.

When he pulls away he gives each of her hardened nipples a sweetly brief kiss then looks down to survey his handiwork.

"Open," he says, waving his hand from one side to the other.

Rey parts her legs but its not enough. Ben kneels on the bed and takes her ankles in each of his hand, spreading her legs far and wide apart.

"Keep them like that," he orders, repeating the motion with her wrists until she effectively spread-eagled by the invisible bonds of his will and nothing else.

"Professor!" she gaps, throwing her head to the side as he moves to sit between her spread legs.

Rey knows how wet she is. Knows that he must be able to see it for himself and that her panties are soaked through and through.

"You're blushing," he tells her, ironically making her blush even more.

To answer her earlier question, the toy in question is a vibrator. She knows this because it starts to buzz when he picks it up. Somewhere there must be an on and off switch, but the moment Rey sees the rather large clear purple device she has to look up at the ceiling.

"Ahhhnnnn!"

She claws her fingers into his black bedsheets as the buzzing, vibrating plaything is pressed against her aching clit. Rey tries to keep herself just like he positioned her, but as the pleasure immediately ramps up in her by multiples she can't stop herself from trying to wriggle her hips and guide the toy exactly where she needs it.

"Stay open," he warns her, pulling the device away just long enough to give her mount a warning slap with his palm.

Then it moves back, and with it a sudden wall of immediate need.

"Please Professor!" she gasps, arching and grinding once more.

It's agony to have to try and control herself after being denied for so long. As he rubs the buzzing apparatus against her clit, frequently dipping down and pressing the wet fabric against the rest of her slit, Rey feels like she might be about to lose this fight.

"Please," she whines, lifting her hips up and digging her nails into her palms.

"Do you want to come, pretty thing?"

What a question to ask her… Rey isn't even able to nod, let alone beg, but she stares at him with pleading eyes. The toy pulls away, and Rey shivers, surrendering quietly to this moment.

"Up," Ben orders gently, catching the edge of her underwear with his fingers.

He slides the soaked garment off her legs, immediately spreading her thighs wide again.

"I want you to come on my cock, Rey, not on some piece of silicone. Wouldn't you like that better?"

Just to make her choice harder, just to really be a proper dick about it, he pushes the toy against her bare skin. Rey tries to choke back her cry, her back nearly arching off the bed as he teases her only to pull away again.

"I didn't catch your answer, Miss Kenobi. Don't make me discipline you for not telling me what you want."

The tip of the toy slides lower, pushing firmly at her entrance before slipping inside her. Rey had fully expected to just start climaxing right there and then, but the odd sensation of being breached is strange enough to actually bring her back from the edge instead of pushing her towards it.

"Yes Professor!"

She's not sure what she's agreeing to. Not sure of much of anything beyond the intense and altogether foreign feel of the toy sliding in and out of her at a very leisurely pace.

"What about now, Rey? Do you think you can come like this now?"

The toy angles upward, striking gently but firmly where she assumes her G spot is because it brings with it a sharp spike in her pleasure as a different sort of orgasm starts to build.

She reaches down then, breaking her silent promise to stay put in her bonds, and catches the wrist of the hand teasing her.

"Fuck me, Ben. Please. I don't want to come like this."

Well, that's not entirely true. Rey could come on the toy, on his fingers, on _her_ fingers, but what she'd really pretty please like is-

"Let me come on your cock. It will feel so much better that way."

Her voice rises in pitch as the toy rotates within her, the tip of it rubbing circles on that spot her professor so expertly found by her reactions alone.

"You're perfect."

Rey collapses boneless as the toy is extracted from her and Ben stands up, walking stiff-legged and pants-tented to the nightstand she knows from her previous time getting fucked that's where he keeps his condoms.

Unlike her, Ben strips completely naked, giving Rey plenty of time to admire his body until he turns back to her, packet of condom and lube in his hands. Then he crawls over her, pinning her down and adjusting her limbs to suit him. Rey glances at the now discarded toy resting on the sheets next to her hips.

"I liked that," she whispers.

He picks up one of her hands, placing the condom packet in her palm.

"Better than me?" he asks.

She shakes her head. Kriff, if she had just wanted a toy instead of the real flesh and blood deal she could have bought that on her own. _Her_ Ben was bigger, too. Just a little fact that made their imminent fucking all the more intriguing and nerve-wracking.

"Open it and put it on me."

Rey feels so lightheaded. It must be because, despite all reason, she _still_ hasn't come yet.

She tears the packet open and he guides her with the rest, showing her exactly to unroll the condom and slide it on over his length. He's fully hard again, and the distant analytical part of her mind takes notes of how long it had taken him to recover from his first climax. Not very long at all, and this could prove to be very useful information later on.

The lube is next, and Rey watches as Ben coats himself in it generously before slicking her up as well. He probably doesn't need to do that last step, not with as wet as she is, but Rey can't help but appreciate his thoroughness as he aligns his hips and pushes inside her.

Kriff. He's big. She'd thought that before during their first intercourse but somehow she had forgotten the profound sense of stretching he instills in her during these first moments.

"Good?" he asks, kissing her again as he slowly takes her again.

Rey half heartedly kisses him back. Yeah, it's good. Damned good. Still hurts, though nothing like the first time.

"Go- _ah_!- Go slow."

Her arms wrap around his shoulders and her ankles wrap around his hips. The posture comes to her naturally and, if her drill Sargent of a professor has any objections, he's too busy coaxing her tongue to come out and play with his won to notice.

As he takes her, parts of her seems to adjust very quickly. Maybe because she was so ready, but this time it doesn't take as much of a herculean effort for her body to seat him to the hilt.

When he's finally buried inside her as deeply as he can go, he pulls away from her lips to look down at her.

"Rey."

She swallows. He's in a very strange mood tonight, but this is… this isn't just fucking, is it?

This time Rey kisses him. Kisses him to both start his hips rolling inside her and to stop him from being so kriffing intense and weird about all of this.

He thrusts leisurely at first, getting her thoroughly used to the stretch until she's the one bucking and thrashing against him for more.

"Ben!" she cries when he hits that spot along her top wall that the toy had found.

"You can come Rey. You can come but only if you promise to do it again and again."

Oh kriff that was all she needed to hear. Him giving her the go ahead was all it took for her body to surrender to the pleasure he was bestowing upon her.

Rey climaxes hard and sharp, drowning out her pleasure gasps of 'oh kriff, oh fuck, of _Ben_!' as her inner muscles seize up, squeezing rhythmically on the shaft thrusts inside her.

Ben doesn't slow his pace at all as she comes. Instead, he picks it up, pushing her higher and harder. Rey scrunches her eyes closed, biting down on his collarbone as pleasure mixes with the edge of over stimulation.

He hums against her ear, nuzzling her as her orgasm makes her completely pliable in his hands. His hands that run down her back, sliding to her butt and picking her hips up off the mattress.

This makes him go deeper. So deep that her next breath is completely robbed from her and her inner muscles hold tighten and refuse to let go.

"Again Rey," he pants.

He must be close. He sounds close and just how obscene is it that she knows that about him? About how her kriffing astronomy professor who not only took her virginity and is now fucking her so good for the second time looks as he's nearing his own end.

One two three hard and deep thrusts and Rey comes again, this time throwing her head back while grinding her exposed breasts against his chest and clawing deep welts into his back. Dimly she's aware of Ben slapping the bed next to her head. Of how his cry as he holds himself back sounds more pained than pleasure filled.

This time when he pulls out of her Rey knows what to expect. Her body misses him. It hadn't been finished contracting, her muscles now squeezing against nothing when having him still inside her would have only enhanced her pleasure even further.

She understands, though. Understands as he yanks the condom off himself and barely finishes two pumps of his hand on his length before he comes all over her chest. Ben groans as he releases, and this time he manages to get a good amount of it in her mouth before he collapses face first on the mattress next to her.

For a few moments the room is silent. Rey stares up at the ceiling, too sticky and spent to try and either cover herself or get cleaned up.

Until Ben kisses her forehead again and she starts to giggle.

"Dork," she hums happily, letting him scoop her into his arms.

They stay like that for a while. Long enough for his cum to cool but not their passions. Rey nibbles at his forearm as he drapes it over her chest and pulls are against him.

"When do you have to go?" he asks, his breath tickling her hair.

Rey frowns. She doesn't want to go back. Ben is… warm and sweet and comforting. Her home is hellish and distant.

"I want to stay here," she tells him petulant, lifting her face up to kiss his neck.

Professor Ben melts under her lips. She had expected more resistance, but his arms go slack around her and it would take a massive effort to move them off.

"Stay then," he says.

Their next kiss is so soft and sweet. Rey sighs into his mouth, grinning s his hands roam over her body and smooth his ejaculate into her skin.

"I'm going to be very well moisturized," she comments, contentment sinking deep into her bones.

Ben huffs. He either thinks she's being a flirt or being an idiot, but Rey genuinely couldn't care less. Couldn't care that she's supposed to be heading home soon and real life will rear it's ugly head sooner or later.

"Do you want to watch Mythbusters?" she asks after a few good, long moments of front to front spooning.

Ben pulls away then, his dark black eyebrow raised until Rey kisses it back down.

"Mythbusters? Hasn't that show been off the air for a couple of years now?"

Rey shrugs. Sore point because she kriffing _loved_ that show, but regardless…

"Reruns' on in a few minutes," she offers.

Ben raises an eyebrow. Then he holds her closer still. To add to the enticement, Rey starts to drift her hands down his body. It may not have been long, and the edge has crested, but she badly hopes their most recent sexual escapes have only been the tip of the iceburg.

After a few moment's palpations, he catches her hands before they reach south of the meridian.

"Are you going to stay?" he asks, kissing her open palms.

Rey nods, happiness urging up high inside her.

"All night… if you'll have me."

His eyes darken and Rey's stomach flip-flops.

"Have you again and again," he promises. "Have you until you're too sore for more. And then that's what mouthes are for."

The memory of coarse cedar boards digging into her ass as her favorite professor eats her out in the sauna makes her pulse start to race. Then her stomach growls and her cheeks burn when his eyes dart down.

"Hungry?" he asks.

"I didn't have any dinner."

"Heaven forbid."

Ben kisses the bridge of her nose even though it's still sticky. Rey cuddles closer, content to sleep orgasm hangover off until either of them are ready to fuck again.

The TV flips on to the Discover Channel and Ben hands her his phone. Rey raises her eyebrows, pondering if this is some sort of trust-fall like moment.

"Order us some take out. Whatever you want."

He kisses her forehead again. Rey wonders if he does that out of affection or purely because it's the only part of her he can comfortably reach while they're horizontal.

"Mexican?" she asks. "Chinese? Thai? I like Thai."

"Anything." Again comes the kiss. Rey's eyes close into pure contentment for a few seconds before she finds herself again.

Adam Savage and the Duct Tape Myths 2 fill the screen in front of them. Rey shifts herself against her professor's chest, using him as the world's most foldable pillow. Ben works with her, supporting her back so she can see clearly as she starts to call in an order from Sukothai.

* * *

When the doorbell rings, Rey is half asleep. Ben is completely conked out next to her, his head masked by sex hair and his glorious shaft at a ¾ mast from his apparently lovely dream.

She throws on Ben's flannel jacket over her bra and no-panties, buttoning just enough to shield her modesty from the no doubt slack jawed and pimple faced delivery boy. Then she throws open the door with her professor's wallet at the ready.

There's icy and then there's ice age. DICK Director Phasma's expression eclipses the coldest of the cold, breaking the very definition of the Kelvin scale as she regards Rey from head to toe.

"Miss Kenobi." The Director's voice articulates every syllable. Every syllable between syllables until Rey Kenobi's name is more of a knife rather than a non de plume. "Are you having a nice evening? I hope you didn't catch a chill standing out in the snow like you did."

Rey stands frozen in the door, feeling so acutely, painfully aware that she's freshly fucked and in flannel.

"You've got a little _something_ on your face, Miss Kenobi."

Phasma's fingers flutter elegantly at Rey's hairline. There's a stiffness to her roots there. A distinctly _There's Something About Mary_ situation happening that condemns all form of reason or explanation.

No ifs or ands about it. She's fucked.

Fucked.

 _Oh **F** **uck.** _

* * *

Author's Note:

Just got some feedback this chapter's formatting got screwed up? I think I fixed it but do please let me know if there's something still wrong! thanks :)

second update: formatting got nerfed AGAIN! maybe it's a system glitch? I'm working on it...

Comment replies:

shestoolazytologin- My grandparents used to RV up from Mississippi to Alaska every year and they'd send me postcards of the 'Alaskan State Bird'! 2 years ago I drove up there with my family and… kriminey krickets there were a lot of mosquitoes! Sometimes stereotypes exist for a reason!

Next chapter you find out who the snitch it, let's see if you're right about your guess!

Thanks as always for commenting!

ToughSpirit- Well this chapter dint' do too much to forward the story, but a lot of things happened behind the scenes and now what's our couple going to do about them? Next chapter MAY be the final one or they may be one more, so I hope you check it out when it's ready :D

kfulmer7- Have you ever read Carl Hiaasen or Dave Berry? If you have, I'm TOTALLY going to copy their sort of newspaper announcement for the characters after this fic. IE yes, I'll totes going to have a post story detail on them, so I hope you check it out! This story is designed to be a stand alone but I think it tells a good arc nonetheless. Thanks so much as always for commenting!


	9. Chapter 9

Ben's erection died so quickly at the news of Phasma's arrival that it might as well have never existed.

He doesn't believe Rey at first because his mind is halfway asleep and halfway still inside her, making love to her slow and easy on what he imagined would be their third or fourth round of going at it for the evening.

However, seeing his boss stand with military rigidity in his living room in the middle of the night was more than enough to shock him back into full flacidity.

"Is this a bad time?" Phasma asks, crisply articulating each syllable.

"Yes."

"My apologies then."

She nudges at piece of clothing on the floor with her shoe and Ben realizes that she's wearing _flats_. Director Phasma never wears flats, And she's in jeans and a knit sweater, a far cry from the impeccably dressed bastion of coldness he's come to believe she's sculpted from.

"Um..."

Ben steps over Rey's discarded garment and he cards his fingers through his hair, trying desperately like someone who hasn't just spent the evening getting a serious piece of illicit ass.

"Listen, Pha- Director, I can explain. This is-"

Phasma raises her hand palm up and closes her eyes. Ben's mouth snaps shut instantly.

" _Mr. Solo_ , we don't need to do that. Please spare me the further indignity of your lying right to my face."

Part of Ben, a very small part, may have been relieved by that. It's not like he had anything to say anyhow. No excuses to be made.

"I'm the one to blame, not Rey. This was all my doing."

Phasma's shoulders slump as she shakes her head at him. Then the door to the bedroom behind him slams open and then closed again with such fervor that Ben winces in sympathy for the hinges. Rey, red-rimmed eyes and fully dressed, storms out. She mumbles something indistinct under her breath, darting her head down and using her own wall of messy hair to avoid Phasma's Medusa gaze.

"Rey..."

He call to her but he doesn't try and stop her when she leaves. He should, but he doesn't.

The front door gets the same rough treatment and then there's only silence for the next few miserable moments. When Ben can finally bring himself to look at Phasma directly he expects to see either condemnation or perhaps something malicious. Instead, he gets forced neutrality with a back edge of weariness.

She inhales and exhales. Ben starts to form the words 'get out of my house', but she beats him to the punch.

"You're fired."

Phasma looks at him like she expects more. An argument, perhaps. Instead, Ben nods quickly as relief fills him. Fuck it, he just got off so fucking easy, didn't he? Too easy.

"What about her?"

He gestures unnecessarily at the space where Rey had last been seen.

Phasma raises an eyebrow. There it is, there's the simmering anger he had expected. Ben's only surprised it's not directed more at him.

"She will be expelled and then it will be up to the state to-"

"They're going to put her back in jail. You know that right?"

"That's a regrettable consequence, Mr. Solo. You both knew what you were-"

"You can't do this. It isn't right."

"I can and it isn't but I will because it is for the greater good. Our Institute has rules. Rules you both chose to disregard. Blatantly, may I add. You were hardly subtle about your… association."

The absolutely hypocrisy of her words burn deep. Ben's hands ball into fists and Phasma raises both her eyebrows at them before he immediately forces them open and by his sides again.

"And stealing money from your own students?" he spits. "You may as well have done it yourself for all you let Plutt get away with. You talk about a greater good, but where's the good in that? Who were you _really_ helping? The students or your own bottom line?"

For a moment Phasma seems taken aback by the accusation. Ben decides to be nice and allow her time to dig herself in deeper.

"Do you-" Phasma, the perfect flawless DICK Director that she is, actually stumbles on her own words for a moment. "Do you have _any_ idea how hard it is to keep our Institute running? How badly in debt we are and how little funding we get and, if it weren't for me looking the other way for certain unfortunate circumstances-"

Ben waves her away abruptly. She stops mid sentence as he turns his back to her and stomps over to his bar. Pours himself a full, full measure of gin and swallows half of it in one go.

Then he turns back to Phasma. She's watching him with a look of breaking detachment, her makeup free face reflecting back so many more emotions than he's used to seeing.

It humanizes Ben's rage for a moment. The logical part of his mind rears it's head, telling him to stop and think and maybe, _maybe_ there's a way out of this through talking. Director Phasma is many, many things, but chief among them is that,deep down, she is reasonable. Corrupt and cruel, but reasonable.

Or so he hopes.

"Mr Solo..."

He breathes in and out deeply, trying to calm the pounding of his heart from drowning out the path to reason.

"Have a drink," he says, pouring her an even stiffer measure of gin.

He shoves the at her without ceremony, the glass so full some of it splashes out over the edge and onto his carpet. Phasma shakes her head demurely but takes it nonetheless. Unlike Rey, his now former Boss's eye blink then soften at the expensive flavor.

"I don't give a shit about being fired," he tells her.

Phasma rolls her eyes. It's a quick snap of a movement, but it's there nonetheless.

"It's not a negotiation, Mr. Solo. You've… fucked up."

Ben's sudden bark of laughter sends about three dollars worth of gin shooting up into his nose. Phasma takes a step back as he coughs. When he collects himself, the look of contempt she's giving him borders on dehumanizing.

"How long has this been going on?" she asks. "How many semesters have you two been sneaking off under my nose and breaking whatever rules you see fit because you're both so apparently high above them?"

Ben swallows. The moment feels truthsome even if lying is probably the far better thing to do.

"Less than a week."

Phasma's jaw drops before she catches it.

"Bull _shit_."

Ben doesn't answer. It doesn't matter. He won't convince her otherwise and now that he's just become gainfully unemployed his priorities have made a complete pivot.

"Director… Phasma, listen-" He takes a step towards her and she crosses her arms, sipping at her drink before setting it down on the end table next to his couch. "I'll take the fall for her. I'll take all the blame. Tell the world I- that I-"

He struggles with the words 'forced himself on her'. He'd been as much of an instigator in this as Rey had, but it had been up to _him_ to say no. He was the responsible party. The one who should have known better.

Phasma takes her time responding. Either she's trying to build up suspense or… or kriff, Ben doesn't know anything any more. He needs to find a way out of this. That's literally the only thing he thinks he knows right now.

"Go down that path and your life will be effectively over," she finally tells him.

Ben can't help but notice that she's edged back in the time he had his inner moment. Edged away and it hits him then that Phasma is alone with him in his apartment in the middle of the night and he has no damned idea in the whole universe as to why.

"What are you even doing here, Director? Shouldn't you be tucked away safely in your rich and fancy home, plotting for new ways to steal from your own students and throw them away when you're done with them."

It's a low blow and Ben immediately regrets it. Regrets the sharp look of shock that crosses his boss's face. And he'd thought he knew her so well but that's one expression he'd never seen before.

"Hux," her voice wavers on that one syllable. "He called me tonight and told me he saw you picking up Miss Kenobi from the school parking lot. He was also the one who called your mother, Senator Organa, about the financial discrepancies in our Institutes's records."

Ben blinks, feeling completely dumbstruck by that. He had wondered who had done it, but he'd actually been more suspecting Rose or maybe even Rey herself. That sort of short sightedness was not at all like he had expected from his insufferable coworker.

"What-" It's Ben's turn to stumble on his words as his mind tries to catch up with this latest twisting turn. "What… what an insufferable _prat._ "

The word doesn't seem strong enough. Not even a fraction strong enough. Phasma cracks the faintest hint of a smile, though. The corners of her mouth rise and fall within the span of a second, leaving Ben at even more of a loss than he had been before.

"I'm not going to argue with you on that one, Mr. Solo. Apparently Hux doesn't want _your_ tenure position. Apparently he has higher aspirations."

Ben goes back to his drink. Right now Martin Miller is the only friend he has left. He needs to end this soon, though. Needs to track down his Rey and stop her from doing whatever rash, brash, poorly thought out reaction he just knew she was about to do.

"So what does he want, then?"

Phasma sips her drink. Ben notices the dark circles under her eyes. Is it really _that_ late at night already?

" _My_ job, apparently." Her voice has an almost winsome tone as it reflects around the edges of her glass. "He has reported my participation in Plutt's money scheme and thus has placed himself as my successor. It's a position you yourself would have been granted had you not chosen to dip your… toe into the student body."

It suddenly makes sense. The late night tonight. Ben had assumed it was to keep track on him, but maybe Hux had been just waiting to spring his trap?

"He had dirt on you, now he has dirt on me."

Phasma nods. She places her empty glass down again, this time with a very slight and barely perceptible imprecision to the movement. Through the sounds of Ben's racing mind he makes a note to call her a cab when they're done.

"My mother," he starts to say. "We don't have a good relationship. We used to, but not anymore. She's let her political aspirations get in the way and I'm apparently not the right sort of son for her to have on her resume."

"I look forward to this touching episode of Jerry Springer," Phasma says dryly. "If I had thought you could sway Senator Organa's dispute with the Institute, we would be having a very different conversation right now. As it is, I came here to confront you because I realize it's already too late. I just wanted to know the truth and see if I'd really been as blind a fool as I apparently am going to be taken for."

Ben pulls out his phone. 1:09. _Kark_. Then a notion starts to break through the jumbled mess of his thoughts.

"You fired me," he says.

Phasma remains emotionless and doesn't answer.

"If you fired me, you still work for DICK, right? You're still the Director?"

To that Phasma sighs. She shifts her weight from one leg to another, a trace of a sway to her movements. Ben looks back down at her phone and taps on the local taxi service app.

"Tomorrow will be my last day. I'm turning in my resignation first thing in the morning to avoid anymore undue embarrassment to our Institute."

"But you're not done yet. You can still make this better, at least for Rey. Since you're… er, since we're _both_ basically fired, you can do that much, right? Clear out all her black marks from her record. There's no reason all three of us have to go down, right?"

Phasma shakes her head.

"Ben, even if I wanted to-"

"I'll talk to my mother. Beg her, if I have to. She can make this whole audit thing go away. And then I'll be fired and you and Rey will be here and I'll be..."

Be viva la Walmart. Maybe Ben could sell sex for a living instead? Surely peddling his various bodyparts at a dark street corner is better than joining the soulless ranks of People of Walmart?

"Ben-" Now Phasma reminds him of his mother, sweetly condescending in her inevitable refusal of his suggestion. "Ben, I can't do that. I have to turn my records in to the government as soon as I get into my office. They're going to check the time stamp on my email. I'm not exaggerating that, if I don't do it first thing tomorrow, the whole institute might actually get shut down. _All_ of it. This isn't just me saving my career, Ben. This is about the big picture."

No. No no no. There has to be a way. There _has_ to be.

Outside a car honks, interrupting his last ditch effort. Phasma looks over at the door, making the connection immediately.

"Time to go," she says. "Give me that bottle, Ben. I believe I'll need it tonight."

Mutely Ben hands her the now half finished bottle of Martin Miller. She stares at the label of it for a long moment, her hands tracing the bottom edge.

"Ben, I'm sorry. There's nothing I can do. Unless you can break into my office and wipe my computer, I can't help you. Can't help either of us. Can you do that?"

Ben swallows, wishing for once that his youthful misdeeds had been even badder than they actually were. He had been more of a fight first, ask questions later sort of punk.

"Would smashing your window with a rock and stealing your hard drive help?"

Outside the honking grows more insistent. Phasma shakes her head, muttering the word 'sorry' again.

"I'm afraid not, Mr. Solo. All that I can offer is to give a letter of leniency regarding Miss Kenobi's situation. It may help. Probably not, but that's all I can do. My hands are tied."

Leniency. Leniency from the former disgraced Director who's about to get strung up on corruption charges? Leniency about the delinquent student who was caught nearly in the act with her older professor?

On some level, Ben can almost understand why his mother wrote the Institute a check to hire him and then cut all their public ties and most of their private as well.

"If you want to collect your things from your office," Phasma tells him over her shoulder as she starts to leave, "I would suggest you do it early. Once your notice of termination hits the computer system you'll have to ask Hux for clearance to get back in the building."

Ben winces. The final indignity. He wouldn't put it past that _prat_ to not let him in at all.

Phasma leaves. Without her heels her decent down the metal stairway to the increasingly irate taxi is an unceremonious one.

Then Ben wastes no time. His life and career is ruined. That's fine. That's not what he cares about right now. What he cares about is something he can still fix. Maybe. But he can't fix it alone.

Rey had, predictably been at Rose's apartment.

Ben had found her there packing a suitcase. She had turned and ran into the bedroom to get away from him, and Ben before Ben went after her he needed to have a word with Rose.

Rose who had been anything but happy to see him. And she'd thought his plan was _ridiculous_ but… but she had none other. A horrible, terrible, no good, very bad plan was better than none at all.

Then it was time to get Rey back.

There was something about kissing a woman who had just been crying her eyes out that felt so _wrong_.

They had more or less collided together. Ben met her half way, picking Rey up in his arms and letting her wrap her legs around his waist. Then their lips tangled, hands roaming as freely as their tongues slid over each other.

Ben tried to make it a good kiss, but Rey was having none of that. She somehow both clung to him and pushed herself away, one hand buried in his hair and the other shoved against the center of his sternum and making it hard for him to breathe.

Their lips move sloppily, teeth catching on flesh and tongues never hesitating in their exploration of each other. It's the sort of 'screw you world and goodbye' kiss Ben's only seen in movies, but even thinking about that brings the icy edge of determination to him.

"Rey-"

He huffs her name against her lips because she only lets him pull back by the distance of a breath.

"I'm not letting you go," he promises. "I'm not giving up on you."

She presses forward, her much smaller frame flush against him and gods be damned if he doesn't start to get hard.

"You're so stupid," she says. "Don't be so stupid."

Ben wants to argue. Wants to tell her that he's stupid because she's worth it and who the hell cares about having a job if it means a life without her? But then her hand on his chest lets go of his shirt that she had been seizing and drift lower.

He sucks in a sharp breath, his hands gripping her shoulders tighter and back so he can see her properly.

"Ben… make love to me."

She looks so vulnerable right now, more than he's ever seen her and he's had her on her knees or bent over his desk with her bare ass in the air and a switch in his hands. This is very different. This is a question. A chance to fix everything with one single word.

"I love you."

Three words, actually.

Ben says them in an instant, then he holds his breath in fear that the moment may crack and disintegrate right in his hands.

Rey doesn't answer. She shakes her head, mouthing the word 'no' but it's like she just can't stop herself from smiling. Her grin breaks out, nearly stretching from ear to ear and, when he kisses her forehead, another tear leaks out of the corner of her eye and he follows it along her cheek with her lips.

"Do you-" she starts to say.

" _Yes_."

Yes, he means it. Gods he means it...

Ben takes her stupidly grinning lips into another kiss, not caring that she's too busy smiling and crying to do anymore to return the gesture.

When she palms him through the fabric of his pants she gasps, his erection already straining in hope for her. Ben takes the opportunity to glide his tongue into her mouth, kissing her deeper and deeper until she slumps against him, giving in to whatever this thing they've created between them demands of her.

When he picks her up higher, her arms wrapping around his shoulders and her hands tangled in his hair to steady herself. Her crotch, the most perfect spot of her already perfect body, grinds against his straining length and they both moan into each other's mouthes as he walks them backwards.

"Bed?" he asks, breaking away for just a second.

Rey hums, circling her hips against him and grinding in a circle.

He wants to tell her about his plan. Wants to tell her that he's _trying_ and, even if it doesn't work, it doesn't matter. They'll have each other and that's what matters.

But then she draws back enough to pull her top off over head and her perfect pert little breasts are bare before his hungry eyes.

Cognizant thoughts stops for the next few minutes.

Ben drops her to her feet and starts to kiss his way down her body. He starts with her lips then quickly moves down to her chin then neck. Behind her ear is a particularly sweet spot that makes her gasp and twist in his hands, so Ben spends a little more time suckling on the skin there and marking her up.

"Fuuuck..." she moans. "I need you inside me. Hurry Ben, please."

His cock bounces to the sound of her pleading for it. It strains against the fabric of his pants, and Ben can feel himself already leaking as he takes first her right nipple into his mouth and then the left. Rey howls as he bites down, her hips buck forward against his chest as she writhes.

"Shhh..." he warns, still half together enough to remember that poor Rose is getting an earful if she hasn't fled from her own home by now.

"Fuck me," she begs again. "I want you so much, Ben. Fuck me so good, please..."

It's more than he can take. Ben picks her up again, rising with her in his arms to place her on the edge of Rose's bed. Rey starts to unbutton her jeans and Ben tuts and smacks her hand away, wanting the honors for himself.

"I don't have any condoms," he says almost as an afterthought, "do you? We'll need to-"

"Come inside me. Or outside me. I don't care, Ben. I just want you _in_ me."

Rey's panties come down with her jeans, the wet center of them sticking to her trembling inner thighs until she's bare before him. Ben spreads her, pushing her knees well apart and opening her fold with his thumbs on each side.

Rey gasps as he eases his forefinger inside, her inner walls fluttering already in greeting to him. Having had penetrative sex only a few hours before, Ben finds her both extremely sensitive and extremely ready. One finger becomes two and Rey arches her back, her breasts jutting too prettily into the air to be ignored.

A third finger slides in as his lips close over her right nipple. Rey comes hard, her cries of pleasure echoing in the still of the night air as her hips frantically spasm. Convulsions rock along whole body, her legs flailing out and kicking him in her desperation.

Ben bears down on her G spot with power, never letting up on the pressure inside her as her slickness coats his hands, running freely down his knuckles.

Only when she collapses into a trembling, shaking mess does Ben slide his hand out of her to replace it with his mouth. He licks her clean, stroking her glistening folds with wide swaths of his tongue. Her clit twitches enticingly, but Ben knows that it's too sensitive for him to suckle on. Instead, once he's throughly cleaned her release from her labia and along her thighs, Ben moves his attention back to her entrance and plunges his tongue inside, pushing it in and out to collect the last wave of her pleasure.

"Ben."

Rey whines his name, the single syllable of it a broken plea on her lips.

Pulling back from her for even an instant is torturous, but Ben rewards himself by starting his undressing with freeing his cocks first. He pulls himself out and fists his aching length with one hand while his other awkwardly starts to unbutton his shirt.

Rey flops onto her side then rises to her knees. He lets himself go, trusting in her smooth hands and learning mouth to take care of him while he peels the rest of his clothes off. It's not the best blowjob she's given him, but what she lacks in precision she more than makes up for enthusiasm.

With her body as relaxed as it is from her orgasm, she takes him deep into the back of her mouth, the head of him leaking freely down her throat as her hands pump everything she can't swallow down.

Ben lets her go like that for a while, watching mesmerized as more and more of his shaft disappears into her open mouth with each bob down then up. It's only when her throat ripples against his sensitive cockhead does he realize that he's _that_ far down.

"Easy, Rey," he pets her head adoringly as he slowly guides her back up. "You're doing so good, but if you keep it up I'm going to come like this."

Rey gasps as he pops free, her face flushed and a syrupy trail of thick saliva connecting him to her lips before it snaps and trails down her chin.

"Fuck," he moans, carding a hand through his hair as he tries to catch his breath.

"Good?" she asks, smiling up at him with glistening eyes and rendering Ben absolutely speechless for a few seconds.

"You're… perfect."

Her smile grows, her hands coming back to pump his twitching length before letting go.

Ben bends to kiss her, taking a wide legged stance to give his erection some breathing room.

"I'm not going to last long," he warns her honestly. "So I'm going to take you hard. Do you think you can handle that?"

Rey's eyes widen, but she nods quickly.

"Me neither," she says, letting him position her legs however he pleases. "Last long, I mean. I just want to fuck. Fill me up to the hilt."

Half of Ben understands how and why Rey is so desperate for this consummation. He feels exactly the same way. This is more than physical. More than just fucking. They both _need_ this right now.

The other half of him tells him to shut up and stop thinking. Just _feel_.

They both moan loudly and in unison as Ben eases inside her wet heat. It feels so different without a barrier of latex between them. So much more raw and real. Slicked as he with her saliva and his precum, Ben feels nothing but welcoming tightness as he fills her. Inch by inch he slowly buries himself deep, watching with fascination as a shudder ripples along her lower body when his cockhead skims over her cervix.

"Does it hurt?" he asks.

Rey's eyes are closed but she gasps out a 'no', her hands fisting so prettily in Rose's sheets. Her teeth bite into the fullness of her lower lip and Ben smirks. He can feel the inner contractions already. A deep flush has broken out across her chest and soon he's buried as deep as he can go.

The he repositions them both, feeling every flutter from within he creates as he lifts and adjust her hips, wrapping her ankles around his back and resting the length but not weight of his body across her chest to chest so they can kiss.

Ben swallows her chocked howl as he pulls out then slams in again. True to his word, he sets a fast and punishing pace, sawing his body deep while angling her hips just so to maximize the pressure on her hard little nub.

Rey claws at his back, no doubt leaving welts and nothing has ever felt better or more _right_ than that. He cradles her face as she climaxes again, trying to muffle the loudest of her cries of pleasure but Rey is too busy thrashing and bucking to return his messy kisses.

Her body grips him like a vice, coaxing and trying to milk him. Ben gives up on suppressing her moans and instead bites his own tongue _hard_ , his whole face scrunching up as her inner muscles clench down on him with each of her waves of pleasure.

He holds out to the very last possible moment, wanting to make this as good for her as he possibly can. Then he wrenches himself away, leaving her body far rougher and abrupt than he normally would. He's cumming before he even pumps himself, splashing her thigh and stomach and twitching sex with his release. Her skin is coated by the time he finish and collapses on top of her.

Rey pants under him, her voice sounding so broken as she whispers sweet sounding words that he can't quite make out over the ringing in his ears.

Finally he rolls off of her, every part of him wanting nothing more than to keep her in his arms and sleep. Nothing bad can happen to her when she's there. He won't let it.

But… he also has a plan. Something he has to do. It just takes his nearly comatic brain a few good, long minutes to remember what it is.

A sound. A knock. Rey stares up at him, her eyes half closed with a look of pure contentment that only a well fucked woman can give.

"Rey," he says.

He doesn't finish. Instead they simply look at each other, Rey breaking out into an almost inappropriately wide smile as he traces the shape of her face in a heart.

Then another knock.

"Um… we'll be out in a minute," Ben offer meekly.

The knocking doesn't come back, but he reluctantly pulls away and kisses the tip of Rey's nose.

A quick to the bathroom later and Ben comes out naked and filled with an unsteady focus. Rey is watching him, blatantly admiring his half-mast and she looks like something out of a movie. The bedsheets are covering her only from the navel down. That means her perfect mouthful tits are bare to his gaze, and the coy little smile pulling at her lips tells him that she may be young but she's already learning the power she as over him.

Luckily or unluckily, this very dangerous revelation is interrupted by another knock at the bedroom door.

It's not exactly a knock, but more of a rapid hummingbird-paced pounding.

"Rey? Are you done? Finally? You should be done ruining my bed by now. It's been like thirty minutes, hurry the kark up so I can talk to you two."

Ben stares at his discarded clothing. Stares at half naked Rey. Little Ben casts his vote but he clears his throat and bends down carefully to pick them up and get dressed without crushing himself.

"Give us a minute Rose," Rey calls out.

Ben can hear the shocked scoff through the door.

"Still? Oh come on you guys! How the hell long does it take. In, out, done, and you owe me a new set of shee- no, kark that, you're buying me a whole new damned mattress."

Ben eases his boxers over his problem area and tries to mentally will it down. The pressure of his slacks over it only exacerbates the situation.

The knocking resumes, this time even more insistently.

"Do you hear me, Professor Nasty? You're buying me a new bed set. Mattress, sheets, the works. Now pull out and get off my friend, I need to talk to her and it's important."

Ben gestures a 'what?' at Rey. She smiles and shrugs, leaning down to the floor on her side of the bed and fumbling with her own pile of clothes.

"I'm going to steal your wallet, Professor Dirtbag. I'm going on to bed Bath and Beyond and buying everything I want. I've got your credit card, I know your address, it's golden. Gonna be great."

Ben rolls his eyes. Sighs inwardly as the loveliness that is Naked Miss Kenobi is covered from his eyes by her clothes pulled over her head.

"You can come in now, Rose," he tells her.

Silence.

"Rose?" he repeats. "I said you can come in."

"Yeah… I heard you," she says, still outside. "But now I'm afraid to. Are you wearing your underpants? We already looked at your phone for dick pics, or rather my idiot friend did, but I can't handle the real thing. You'll have to pay my therapy bills too."

Ben frowns. Mouthes the word 'dick pics?' at Rey. She giggles and stands up, doing a half-assed straightening of the now apparently radioactive bedsheets.

"We're decent, Rose," she tells her.

More silence.

"Are you sure?" The doorknob turns, but it doesn't yet open. "Because I mean it. I can't handle it. Won't. No way. No how."

"Oh just open the damn door!" Rey sounds more amused than annoyed. Ben is still too fuck-happy to feel anything other than residual horniness.

The door opens incrementally. Rose peaks in carefully, very much reminding Ben of a egret sticking its out out of the grass when it suspects a prey animal is in the area.

She looks from Ben to Rey then the bed.

"Oh god, it's got a wet spot," she announces, "I need a whole new apartment. This one's gone. Now get the hell out here and look at my computer, I think I've found something."

Rose's rebuttal to Ben's plan had been as simple as it was risky-brilliant.

DICK actually had pretty much dreadful security. Unsurprisingly, Phasma had skimped when it came to investing in a proper alarm system, so what there was Rose had felt guardedly optimistic she could get past.

There was literally one single nighttime security guard patrolling the campus office block at night. Rose knew this for a fact because he was apparently a rather ambitious fellow who had his own Youtube channel called "Slacking Off With DICK" where he boasted about how many hours he could nap on the job without getting caught. Which, seemingly, was all of them.

That was the good news.

The bad news was that Phasma's parsimony didn't extend to her _own_ office. Ben knew from his own eyes that she had a sophisticated looking keypad entrance. Beyond that, Rose had tracked down through campus email servers a sales report for a full firewall and security suite.

It had a fingerprint scanner. A fingerprint _scanner_.

Mission Impossible Ben's ragtag team was not, and they all knew this. Rey was apparently good at hacking into phones, but doing something like this? Not feeling so good about it.

That left one last option: Phasma herself. Even asking her would be a long shot. Last time Ben has seen her, she was tipsy, melancholy, and had just abducted a $60 bottle of gin. Considering that was only two hours ago and it was currently just past 3AM, Ben wasn't sure if she'd even pick up her phone.

"It's the only way," Rey tells him as him thumb hovers, but doesn't press, over the 'Dictator Ballbuster' entry on his contact list. "We have to make it _look_ like a break in, not be an actual break in."

Which meant that Phasma would have to be there in person. Or at least her finger would have to be, but both Ben and rose quickly nixed Rey's subsequent plan involving pruning shears and 'stop being such babies, they can totally reattach it...'

Rey, Ben's girlfriend since he might as well call her that now, hadn't taken the news of his being fired very well.

"C'mon, make the call," rose prompts him. 'You're the only one that she might even consider listening to. I'll get us in the building, getting past Slacker sounds like it wouldn't be a problem even in broad daylight, then Phasma waves her magic wand and boom, Rey goes to her computer and delete delete delete.'

Rey had a plan for rigging the time stamp on the mutually condemning documents. The plan involved changing _all_ the files on the server, making it look like a massive, panic-inducing Institute-wide data leak. Inculpative files gone, everything else looking tampered, and a tidy insurance settlement between DICK and First Order Security Essentials in the near future. Win win for everyone.

The broken window and trashed office would be after-touches once everything was done and done just to add an air of authenticity to the white collar crime.

Ben steels his nerve. Kisses his girl. Ignores rose's rolled eyes and gagging motions. And presses 'dial'…

"I thought you were the one with the advanced breaking and entering skills, Miss Kenobi?"

Ben tightens his knuckles around the steering wheel and squares his jaw against the passive aggressive tones of his former boss's condemning voice. Rey had no such qualms. She simply shrugged and leaned forward, stretching herself from the back seat and across Phasma's lap as she open the glove compartment to pull out a mixed fruit and nut bag.

"Yeah, well… I do, but they also got me arrested and brought me here. So Rose gets to handle the breaking part and I'll take on tampering with the evidence."

Rey continues to fumble, continues to reach until an increasingly scowlish Phasma simply grabs the snack, shoves it into her palm, and pushes her back out of her personal space by an elbow to her shoulders.

Rey makes an annoyed little 'oof' sound s she settles back into the backseat.

For a few long, long minutes the only sounds in the car are Rey's noisy, messy eating followed by the crumble of the wrapper.

Ben watches Phasma out of the corner of his eye. Watches as both her hackles and anxiety seem to rise with each passing crinkle.

"Stop it," she snaps.

He raises both hands in defense, leaning away from her as far as the closed driver's side door will allow.

"What?" he asks.

"You're staring. You're staring at me and your… _lady friend_ is driving me crazy too. This whole stakeout is bad enough without having to hear hear noisily masticate."

Predictably that brings a flood of immature giggles from the back and a ball-withering glare into the dark from his boss. Ex boss.

Ben picks up his phone, pretending to check on it for Rose's signal message but really just buying himself some distancing busywork between him and the two women he's in trapped in close quarters with.

"I can't believe I'm doing this," Phasma mutters, speaking as much into her palm that she has clutched over her face as to anyone else. "This is absolutely the worst idea I ever had."

Rey leans forward, her head popping out of the dark into the dim glow of Ben's phone. He quickly swipes up an app before she can see that he has a picture of _her_ as his background.

"Dumbest thing ever? You sure about that? Because you did name a naughty all girl's school DICK and c'mon, that one really takes the crown and balls for bad ideas."

"Oh gods how I can't stand you!"

Ben sinks lower in his seat and even Rey seemed slightly taken aback at the Director's outburst.

"Just saying'," she mutters.

Phasma sighs. Ben sighs. Rey smacks her lips together and he can hear her feet kicking the bottom of something springy sounding.

Then Phasma levels her glare at him and like magic Ben feels all the hair on the back of his neck stand right on end.

" _Mr. Solo_ ,"she hisses, "please tell your barely legal plaything to _stop kicking the back of my seat_ before I have to show her that DICK really stands for 'don't fuck with me little girl'."

Rey stops kicking. Ben closes his eyes tight, tighter, tightest. This is unbearable. Trapped between the icy amazon whose withering presence damned near literally puts his nuts in a block of ice and the Lolita incarnate who had once put them in her mouth. This is torture. This is unbearable.

This is his phone buzzing on vibrate.

The hum of it shocks him so much he drops it and it takes three whole rings before he swipes right.

"Rey?"

Rose's voice is barely above a whisper.

"Ben," he answers back just as quietly.

" _Great._ " The unimpressed tones of her voice carry through even with her hush. "Are you ready?"

He nods. Then whispers back a 'yes' because she couldn't see that, could she?

"Cool. I'm in. Let's go."

The call disconnects. Ben turns his phone off, all the way off, and look in the backseat. Rey bites her lower lip at him and his dick twitches. Kriff.

"Kriff," Phasma agrees unknowingly.

Without preamble she opens her door and gets out. Rey leans forward, her and Ben exchanging one last kiss, this time without a sarcastic laugh track. Then they both take a deep breath that fogs the window, Ben squares his shoulders, and they step out.

Here goes nothing. Here goes success or a night in a jail cell. Here goes however this thing that they're about to do will go.

No, not here goes nothing. Here goes _everything_...


	10. Epilogue I

Ben had been arrested the following morning.

 _Operation Fast Four_ had been an undisputed, unmitigated, unquestionable… success.

They'd done it. That thing that they did had worked. It hadn't even taken very long.

Files gone. Server hacked. Slacker avoided. Terse 'goodbye and good luck and get the hell out of my sight' from Phasma received.

And then Ben had gone home, taking Rey with him, and they'd both been too tired to fuck.

The police had arrived shortly after breakfast. Plutt had apparently decided to press assault charges. Ben spent all of seven hours in the county jail until his mother came in and bailed him out. Her response upon being later introduced to a very sheepish Rey had been a direct quote of: "Oh Jesus Christ Ben, _really?_ ' By the end of their afternoon together, however, Rey had warmed her up to a 'well I guess she's the best you can do under the circumstances'. Ben had assured Rey this was high praise indeed from the good senator.

Rey's own legal problems were far more complicated. She was, in fact, been expelled from DICK. Phasma had remained the Director for the time being, but not even her good clout could prevent Unkar Plutt from raising such a stink about her history of delinquency, one that he had meticulously and suspiciously reported right down to the minute, that her contract with DICK was placed under scrutiny and ultimately terminated.

Phasma's glowing recommendation, one that Rey had written herself and the Director had sullenly tolerated to putting her signature on with a reminder to 'get out and stay out, I mean it this time', _had_ actively helped in Rey's legal hearing. The kind, generous words were paired with Senator Organa's acceptance of her into a summer internship program at the courthouse for next year had swayed the Judge's sympathies in Rey's favor. Within limits.

Five hundred hours. Rey had been given _five hundred hours_ of community service, nearly breaking the county's all time record sentence. Once completed, her record would be sealed and she would be placed on a more reasonable two year's probation.

For nearly three whole months, eight hours a day, Rey had slaved away in a roadside cleanup crew. Ben had told her she looked cute in her striped jumpsuit. Told her the driver's gawking at her back which blazed the scarlet letters of 'Adult Delinquent' had simply been staring at how pretty she was. Told her that she didn't at all come home reeking like a garbage heap and the reason he immediately swept her off into the shower was so that they could have some naked fun together while saving both water and the environment.

For three whole months, he and Rey had fallen deeper and deeper in love until she didn't even try to stop him from signing a new lease in a new city in both their names.

It took a little getting used to, but they both came to love Miami. Or, more accurately, Rey loved the beach and Ben loved Cuban food and shade and spf70 and watching her love the beach in her thong bikini. He even bought her one in plaid that he got a good laugh out of. Rey didn't find it so funny so she punished him with refusing to wear it and just going skinny dipping instead.

Turns out that was just fine with him too.


	11. Epilogue II

In the three weeks since the hacking incident, **DICK** faced both major changes and major obstacles. All though it was ultimately determined that no significant amount of data had been lost, Federal funding was placed on hold pending a deeper investigation. Operation continued on until the end of the semester, however, and the members of the student body who didn't graduate that winter were given an opportunity to remain with participation in a now mandatory work-study program or transfer to the new Fairbanks campus. The majority of the students chose the former and an open-door policy to attract non-delinquent students was put into place to make up the budget deficit.

Just one short year later, **PROFESSOR** **A** **RMITAGE HUX** achieved his lofty goal of becoming the new Dick Director. He instigated many new controversial programs such as only employing female staff to stop the frequent inappropriate conduct allegations that continued to plague the Institute. It didn't work. After only fifteen days at his new position Hux stepped down and joined the administrative side of the First Order Security Service where he remains to this day.

When **UNKAR PLUTT** 's unreported income stream from his tenants became very much reported to the IRS by an "anonymous source", Unkar Plutt disappeared overnight. He was never officially seen again, though rumors had swirled that a one 'Uncav Plum' had opened up a scrap vehicle salvage operation called 'Niima's PartAPull' somewhere in the remote Nevadan desert.

 **SENATOR LEIA ORGANA** succeeded in her reelection efforts. While she publicly maintained an estranged and distant relationship with her criminal son, her new summer internship program assisted many troubled youths with both turning their paths around and scoring additional college credits. During her infrequent time off, General Organa can often be seen 'visiting a close friend' in southern Florida.

 **ROSE TICO** was one of the last graduates of the original DICK program before the changes. She graduated with honors but took a gap year between then and pursuing a Master's Program in Mechanical Engineering. During this year, she and her boyfriend **FINN** went on a backpacking tour of Europe complete with frequent stays at youth hostels, all night trains to anywhere cheap, and camping in the great outdoors. They documented their adventures on their popular webseries which eventually lead them to being offered a recurring role in a budget travel series on PBS. A role which Finn accepted and Rose ultimately declined to continue her higher education.

 **DICK DIRECTOR PHASMA** stepped down from her role at the Institute after only two semesters of the new open-door policy. She took six months off to open her own ultimately unsuccessful branch of a popular Pancake House franchise before returning to the world of higher education. Following just a short year after her retirement from DICK, Phasma opened a rival private reform college titled the Correctional Organization of Continual Knowledge, aka **COCK**. This facility became an instant breakout success after it launched a controversial 'Young Women Need Constant COCK' social media campaign that sparked more than one of Phasma's former employees to publicly state that they 'believed she was really in on it all along'.

Former **PROFESSOR BEN SOLO** never officially returned to the world of Academia. Without the sponsorship of a DICK Endorsement, he found it difficult to impossible to secure another teaching position with his criminal background. After trying a number of different side jobs ranging from underwear model to bicycle repairman to sheep herder, Ben ultimately found great success as a private online-only astronomy tutor. His primary clients were young college aged girls who seemed to appreciate his wardrobe of International Male body shirts every bit as much as they were surely thrilled with his lectures. He currently resides in Miami with his fiancée **REY KENOBI** and their Afghan Hound mix breed rescue dog **CHEWBACCA**. Miss Kenobi, after completing both her court ordered community service and period of probation, currently spends her time alternating between teaching a tantric-inspired meditation class with her fiancée and working towards establishing a successful salvage business of her own. Her bank loan for Jakku Select Salvage Lot is currently pending review.


	12. Authors Note

Well, we made it! I actually finished another WIP! I know, I'm as shocked as you are! This final chapter only took me a month and a half, but… happy with it? Of course I had to give our duo a happy ending, happy and kinda dumb in love just like they are ;)

Like in No Rest for the Wicked, I'm now going to narcissistically ramble about my 'creative process'. Feel free to skip the next paragraphs, I'll understand! BUT BEFORE YOU GO, I've made a picture to go along with this last chapter. You can check it out here or just stop by my tumblr page where I've recently changed my address to lost-inthesunglight and drop me a line or hatemail (only joking plz) or just chat about star wars. Hope to see you there!

Now, for what Zeus said to Narcissus, you'd better watch yourself, you'd better watchyourseeeelf:

 **things that went right:**

I mostly stuck to my **intended word count.** I wanted 40-50k. Huuuuuge improvement from No Rest for the Wicked which went just a teensy tiny bit over my goal wordcount. Smidge.

I also pretty much **followed my plot outline**. I ended up telling the story I wanted to tell. I feel like this was a good, concise standalone modern AU.

The **characters** were a lot of fun to write. I especially loved Phasma Priestly. She was an absolute blast to write. I need to do more with her.

 **DICK**. My sister suggested it and this was probably the most common thing I got in the comments. This dumb acronym seemed to really reach ya'll and all I can say quoting Rey that who doesn't need some more DICK in their life, amiright?

 **things that didn't go so well:**

Too many **plot holes** to count… so I'm not going to count 'em. Okay, this story was kinda ridiculous and kinda improbable. Let's not get too hung up on the sheer ridiculouisty of the situation and just have fun with it, kay?

 **Schedule woes**. Especially this last chapter which took so long I'm not sure if anyone's going to even read it but here's hoping! I've been busy. Real life and ambitions getting in the way and taking up all my time.

 **Not enough Hux.** Well Ben would certainly disagree with me that Hux didn't get enough screen time, but since he was a third of the Phasma-Plutt-Hux villain trifecta I should have made him less of a bit player. There would have been plenty of near misses and meddling he could have done to make himself a thorn in Ben's… side.

And, my SIGNPOSTS:

 **Door one** (the point of no return between the beginning stasis and the main 2 nd act): Chapter 2 when Ben spanks Rey and it becomes clear they're BOTH totally into it. What happens next couldn't be stopped. And, slight side note, but a lot of writing guides say you should have door 1 at the 1/3 mark since it's a 3 act structure. Gotta disagree. For me, door 1 is the start of the story. Everything before it just setup. I like to have it as early as realistically possible. My 2 cents at least.

Poignant **middle moment:** naught cocktease Miss Kenobi is a virgin! Or, at least she _was_ until Ben took her cherry. Oopsies, Ben, you're in it neck deep now.

 **Door two** (the signal between the middle and the final battle): Rey and Ben get caught by an appall stricken Phasma. This doorway hit a little late, honestly. What I originally wanted was for Ben and Rey to have a big "I'm no good for you" breakup scene but… didn't happen. Yeah…

Well, alright. Let's cap this off with a HUGE THANK YOU TO EVERYONE WHO READ AND COMMENTED AND SPENT THEIR TIME ON THIS INSTEAD OF SOMETHING ELSE! I wouldn't have gotten this far as a writer without your guy's support. So a huge epic mega thank you thank you thank you to you all! :D


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